UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                                                    OMB APPROVAL
                                                          OMB Number:  3235-0420
                                                          Expires:  May 31, 2000
                                                        Estimated average burden
                                                        ours per response:  3225
                                   Form 10-KSB
                 Annual Report under Section 13 or 15(d) of the
                     Securities Exchange Act of 1934 For the
                         fiscal year ended June 30, 2000

                        Commission file number 000-03718

                            AmeriNet Group.com, Inc.
                 (Name of small business issuer in its charter)

Delaware                                                 11-2050317
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

2500 North Military Trail, Suite 225-C;  Boca Raton, Florida   33431
(Address of principal executive offices)                     (Zip Code)

                    Issuer's telephone number: (561) 998-3435

Securities registered under                          Securities registered under
Section 12(b) of the Exchange Act:            Section 12(g) of the Exchange Act:
Title of each class:  None                         Common Stock, $0.01 par value
Name of each exchange on which registered:  None           (Title of Class)


     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that our company was required to file such reports),  and (2) has
been subject to such filing requirements for the past 90 days. [x] Yes [ ] No

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of our  company's  knowledge,  in  definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [_]

     State issuer's  revenues for its most recent fiscal year:  $255,053.  State
the aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold,  or the  average  bid and  asked  price  of such  common  equity,  as of a
specified  date  within  the  past 60  days:  $10,360,216;  based  on the  final
transaction  reported  on the OTC  Bulletin  Board at the close of  business  on
September  20,  2000  ($1.06 per share),  there  being  9,773,789  shares of our
company's  common  stock on such date  held by non-  affiliates  of our  company
(persons  holding  less  than 10% of our  company's  common  stock  who were not
officers or directors within the last 90 days).

     State the number of shares  outstanding of each of the issuer's  classes of
common equity,  as of the latest  practicable  date. As of June 30, 2000,  there
were 12,465,172 shares of our company's common stock outstanding.

     Transitional Small Business Disclosure Format (Check one): Yes [_] No [x]


<PAGE>



                             AVAILABLE INFORMATION.

     The public may read and copy any  materials  filed by  AmeriNet  Group.com,
Inc.  (referred  to  throughout  this Report as "our  company")  with the United
States Securities and Exchange Commission (the "Commission") at the Commission's
Public Reference Room at 450 Fifth Street,  Northwest,  Washington,  D.C. 20549.
The public may obtain  information on the operation of the Public Reference Room
by calling  the  Commission  at  1-800-SEC-0330.  The  Commission  maintains  an
Internet site that contains reports, proxy and information statements, and other
information   regarding   our  company  and  other  issuers  that  file  reports
electronically with the Commission, at http://www.sec.gov. Our Company maintains
a  website  at  http://www.amerinetgroup.com  and  our  company's  wholly  owned
operating subsidiaries,  Wriwebs.com,  Inc., and AmeriNet  Communications,  Inc.
maintain     their    own    web-sites    at     http://www.wriwebs.com,     and
http://www.callthefirm.com, respectively.

            CAVEAT PERTAINING TO FORWARD LOOKING STATEMENTS & CONTEXT

     The  Private  Securities  Litigation  Reform  Act of 1995  provides a "safe
harbor" for  forward-looking  statements.  Certain of the  statements  contained
herein,  which are not historical  facts,  are  forward-looking  statements with
respect to events,  the  occurrence of which  involve  risks and  uncertainties.
These  forward-looking   statements  may  be  impacted,   either  positively  or
negatively,  by various factors.  Information  concerning potential factors that
could affect our company is detailed from time to time in our company's  reports
filed with the Commission.  This Report contains  "forward  looking  statements"
relating to our  company's  current  expectations  and  beliefs.  These  include
statements concerning operations,  performance, financial condition, anticipated
acquisitions and anticipated growth. For this purpose,  any statements contained
in this Report or the Form 10-KSB,  Forms 10QSB,  Forms 8-K, and the Information
Statement  referred to herein that are not  statements  of  historical  fact are
forward-looking  statements.  Without  limiting the generality of the foregoing,
words  such  as  "may",  "will",  "would",  "expect",  "believe",  "anticipate",
"intend", "could", "estimate", or "continue", or the negative or other variation
thereof or  comparable  terminology  are  intended to  identify  forward-looking
statements.  These  statements  by their nature  involve  substantial  risks and
uncertainties  which are beyond  our  company's  control.  Should one or more of
these risks or  uncertainties  materialize  or should our  company's  underlying
assumptions prove incorrect, actual outcomes and results could differ materially
from those indicated in the forward looking statements.

     The information in this Report is qualified in its entirety by reference to
the entire  Report;  consequently,  this  Report  must be read in its  entirety.
Information  may  not  be  considered  or  quoted  out  of  context  or  without
referencing  other  information  contained in this Report  necessary to make the
information considered, not misleading.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the following  documents  previously  filed by our company with
the Commission are incorporated by reference in this Report:

(1)  Form 10-KSB for the year ended December 31, 1998,  information from Item 12
     (Part III) thereof  incorporated into Item 3 hereof;  information from Item
     11 (Part III) thereof  incorporated  into Item 3 hereof;  information  from
     Item 8 (Part II) thereof  incorporated  into Item 8 hereof;  exhibits  from
     Item 13(a) (Part III) thereof incorporated into Item 13(a) hereof;

(2)  Form  10-KSB  for the year ended June 30,  1999,  information  from Item 12
     (Part III) thereof  incorporated into Item 3 hereof;  information from Item
     11 (Part III) thereof  incorporated  into Item 3 hereof;  information  from
     Item 8 (Part II) thereof  incorporated  into Item 8 hereof;  exhibits  from
     Item 13(a) (Part III) thereof incorporated into Item 13(a) hereof;

(3)  Form 10-QSB filed for quarter ended  September 30, 1999,  information  from
     Item 5 (b)(Part II) thereof  incorporated  into Item 1 hereof;  information
     from Item 5 (c) (Part II) thereof incorporated into Item 1 hereof, exhibits
     from Item 6(a) thereof incorporated into Item 13(a) hereof.

(4)  Form 8-K filed on  September  8,  1997,  exhibits  from  Item 7(c)  thereof
     incorporated into Item 13(a) hereof.

(5)  Form 8-K filed on March 5, 1999,  and  amended  8-K filed on April 2, 1999,
     exhibits from Item 7(c) thereof incorporated into Item 13(a) hereof.


                                        2

<PAGE>



(6)      Form 8-K filed on July 12, 1999,  amended 8-K filed on August 18, 1999,
         and amended 8-K filed on  September  9, 1999,  exhibits  from Item 7(c)
         thereof incorporated into Item 13(a) hereof.


(7)      Form 8-K filed on August 24,  1999,  and amended 8-K filed on September
         9, 1999,  exhibits from Item 7(c) thereof  incorporated into Item 13(a)
         hereof.

(8)      Form 8-K filed on December 16,  1999,  amended 8-K filed on February 8,
         2000 and  amended 8-K filed on March 8, 2000,  exhibits  from Item 7(c)
         thereof incorporated into Item 13(a) hereof.

(9)      Form 8-K filed on January 26,  2000,  and amended 8-K filed on March 3,
         2000,  exhibits  from Item 7(c)  thereof  incorporated  into Item 13(a)
         hereof.

(10)      Form 8-K  filed on March 29,  2000,  exhibits  from Item 7(c)  thereof
          incorporated into Item 13(a) hereof.

(11)      Form 8-K  filed on May 30,  2000,  exhibits  from  Item  7(c)  thereof
          incorporated into Item 13(a) hereof.

(12)      Form 8-K filed on June 15,  2000,  exhibits  from  Item  7(c)  thereof
          incorporated into Item 13(a) hereof.

(13)      Form 8-K filed on July 17,  2000,  exhibits  from  Item  7(c)  thereof
          incorporated into Item 13(a) hereof.

(14)      Form 8-K filed on August 15,  2000,  exhibits  from Item 7(c)  thereof
          incorporated into Item 13(a) hereof.


                                TABLE OF CONTENTS

Part        Item       Page
Number      Number     Number   Caption
I            1         4        Description of Business
             2         23       Description of Property
             3         24       Legal Proceedings
             4         25       Submission of Matters to Security Holders
II           5         25       Market for Common Equity and Related Stockholder
                                Matters
             6         31       Management's Discussion and Analysis and Plan of
                                Operation
             7         43       Financial Statements
             8         70       Changes In and Disagreements With Accountants on
                                Accounting and Financial Disclosure
III          9         70       Directors, Executive Officers, Promoters and
                                Control Persons
             9         79       Compliance With Section 16(a)of the Exchange Act
             10        80       Executive Compensation
             11        90       Security Ownership of Certain Beneficial Owners
                                and Management
             12        94       Certain Relationships and Related Transactions
             13        97       Exhibits and Reports on Form 8-K

Signatures             103

Additional Information 104

Exhibits               105
------
*        This  document  incorporates  into a single  document  the Exchange Act
         requirements for an annual report and the Form 10-KSB.



                                        3

<PAGE>



                                     PART I

                         ITEM 1: DESCRIPTION OF BUSINESS

THE HISTORY OF OUR COMPANY UNDER PRIOR MANAGEMENT

     AmeriNet  Group.com,  Inc.  (sometimes  hereinafter  referred  to  as  "our
company")  was  incorporated  in the State of Delaware  on December 8, 1964,  as
Infotec, Inc, and engaged in computer and communications related activities.  It
discontinued its original  operations in March of 1974 and until August of 1991,
its  activities  were limited to the  collection of royalties  from licensing of
patents and the  disbursement  of funds (derived from the receipt of royalties).
Those activities  ended in August of 1991 when the patents expired.  From August
of 1991  until  March  of  1995,  its only  activities  involved  administrative
functions  (e.g.,  payment  of  taxes,   updating  of  stockholder  records  and
maintenance of corporate existence).

     In March of 1995,  Messrs.  George  Wulfing  and Solomon  Manber,  then our
company's sole officers and directors (Mr.  Wulfing serving as President and Mr.
Manber as Secretary and Treasurer), entered into a series of agreements with Mr.
Edward  Granville-Smith,  Jr.  ("Mr.  Granville-Smith")  pursuant  to which  our
company's  board of directors  elected Mr.  Granville-Smith  as a member and all
directors other than Mr. Granville-Smith resigned.  Immediately thereafter,  Mr.
Granville-Smith,  as the sole  director,  elected  himself  president  and chief
executive officer.

     On May 18, 1995,  the holders of 1,018,106 of the  2,000,000  shares of our
company's common stock then  outstanding  adopted a resolution by execution of a
written consent in lieu of stockholders  meeting which authorized  amendments to
its certificate of incorporation. The amendments:

*        Changed our company's name to "Equity Growth Systems, inc. [sic]";

*        Effected  a one for ten  reverse  stock  split as a result of which the
         2,000,000  formerly  issued  shares of common stock , $0.001 par value,
         were reduced to 200,000 shares of common stock, $0.01 par value (all of
         which were outstanding);

*        After  the  reverse  split  was   completed,   changed  its  authorized
         capitalization from 200,000 shares of common stock, $0.01 par value, to
         20,000,000 shares of common stock, $0.01 par value; and

*        Authorized  the issuance of 5,000,000  shares of preferred  stock,  the
         attributes  of which are to be  determined  by our  company's  board of
         directors from time to time prior to issuance,  in conformity  with the
         requirements of Section 151 of the Delaware General Corporation Law.

     Following the effective date of the amendments to our company's certificate
of incorporation,  Mr.  Granville-Smith,  as the sole  stockholder,  officer and
director of  Milpitas  Investors,  Inc.,  a Delaware  corporation  ("Milpitas"),
caused Milpitas to assign interests to our company in:

*        Four leases involving five separate leased parcels  of real estate (one
         lease covered two parcels);

*        Four  promissory  notes  secured by mortgages on real estate  leased to
         third parties, in each case subject to mortgages to third parties; and,

*        Four demand notes with an aggregate  original   principal   balance  of
         approximately $160,000.

     In exchange for such assets,  Milpitas was issued  1,616,000  shares of our
company's common stock,  $0.01 par value.  Milpitas  thereafter  distributed the
stock to the Granville-Smith Trust, which thereafter transferred it to K. Walker
International,    Ltd.,   a   Bahamian   corporation    (affiliated   with   Mr.
Granville-Smith)  and to Bolina  Trading Co.,  S.A.,  a  Panamanian  corporation
(affiliated with Jerry C. Spellman, a business associate of Mr.  Granville-Smith
sometimes hereinafter referred to as "Mr. Spellman").

     Our company  acquired such assets with the intention of operating as a real
estate acquisition,  development and operations company, using its securities to
acquire real estate, and then using traditional real estate financing techniques
(e.g.,  loans secured by mortgages) to develop and improve such  properties.  It
was intended that our company would concentrate on commercial  property suitable
for long term rentals (such as strip malls, shopping centers and office

                                        4

<PAGE>



buildings)  where the income  stream from long term leases could also be used to
finance  our  company's  growth.  An  essential  prerequisite  to our  company's
proposed operations was the resumption of trading in our company's securities in
the over  the  counter  market  and on such  stock  exchanges  as our  company's
securities  qualified  for  listing.  Most  of  Mr.  Granville-Smith's   initial
activities   involved   preparation   of  materials   required  to  attain  such
qualifications,  including  updating  of  corporate  records  and reports to the
Commission required pursuant to the Exchange Act and negotiations with potential
investment bankers.

     During  October  of 1998,  Mr.  Granville-Smith,  then our  company's  sole
director  and chief  executive  officer,  determined  that his  personal  health
problems impeded his ability to adequately  accomplish our company's established
corporate  goals.  Because he was unable to recruit a qualified and  experienced
real estate  professional  with suitable  experience to assume leadership of our
company, Mr.  Granville-Smith  initiated negotiations with the Yankee Companies,
Inc., a Florida  corporation  ("Yankees")  whose  principals  had  independently
assisted him in other matters in the past,  for the purpose of  establishing  an
ongoing  relationship  with our company  pursuant to which Yankees would recruit
additional  qualified  officers and directors,  provide emergency  funding,  and
develop a new strategic plan.

     Based on Mr. Granville-Smith's oral assurances,  Yankees recruited a number
of persons who became involved in our company's operations,  and, on November 6,
1998,  Mr.  Granville-Smith,  then our  company's  sole  director,  elected  the
following  persons to our company's board of directors:  Charles J. Scimeca (who
already served as our company's secretary),  Penny Adams Field, Anthony Q. Joffe
and G. Richard  Chamberlin,  Esquire  (one of our  company's  former  securities
attorneys).

     On November 11, 1998, after learning that Mr.  Granville-Smith,  had become
medically  incapacitated,  Mr.  Scimeca,  at the  suggestion of Mr.  Chamberlin,
called  a  special   meeting  of  the  board  of   directors   to  replace   Mr.
Granville-Smith  as our company's  president and chief  executive  officer.  The
action was taken on an expedited  basis to assure timely filing of our company's
report  on Form  10-QSB  for the  quarter  ended  September  30,  1998  with the
Commission.  At the meeting,  Mr. Scimeca was elected  acting  president and Mr.
Chamberlin was elected acting  secretary.  In addition,  our company's  board of
directors voted to:

*        Reorganize as a holding company;

*        Ratify  common  stock  subscription  agreements  entered  into  by  Mr.
         Granville-Smith on behalf of our company with Yankees, its stockholders
         and other  persons  introduced  by Yankees to whom  Yankees  assigned a
         portion of its subscription rights in consideration for their agreement
         to provide  services to our company (e.g.,  our company's newly elected
         officers and directors);

*        Formalize the consulting agreement with Yankees; and

*        Enter into a settlement agreement with Mr. Granville-Smith, terminating
         his existing agreements with us.

     On November  24, 1998,  our company  formally  retained  Yankees to help us
develop and implement a new strategic plan. Yankees initially suggested that our
company's  activities  be  divided  into three  areas:  real  estate  operations
segregated  in a new  subsidiary  managed by Mr.  Scimeca;  consulting  services
provided to third parties;  and, the acquisition of operating companies involved
in Internet  related  businesses  that could benefit from our  company's  public
trading  status and the  experience  of our company's  directors.  Our company's
board of directors,  however,  determined  that  continuing  our company's  real
estate  operations  without Mr.  Granville-Smith's  assistance  would be counter
productive  and  initiated  negotiations  with  Mr.  Granville-Smith  for  their
divestiture.

     On March 22, 1999, Mr. Granville-Smith,  on his behalf and on behalf of the
Granville-Smith  Trust dated August 13, 1976;  First Ken Co Properties,  Inc., a
dissolved  Delaware  corporation;  K.  Walker  International,  Ltd.,  a Bahamian
corporation;  Milpitas; the Milpitas Investors,  Inc., Trust; and, Equity Growth
Systems,  Inc., a dissolved  Maryland  corporation  (not to be confused with our
company),  agreed to rescind all prior agreements with our company. In addition,
Mr.  Spellman,  on his own behalf and on behalf of Bolina  Trading Co.,  S.A., a
Panamanian  corporation and the WEFT Trust signed and executed a general release
in our company's favor. As a result of this rescission,  Messrs. Granville-Smith
and Spellman  acquired all of our company's  assets as of December 31, 1998, but
became  responsible  for all associated  liabilities.  Our company's real estate
operations were then terminated.


                                        5

<PAGE>



ACQUISITIONS OF BUSINESSES NO LONGER CONTROLLED BY OUR COMPANY

American Internet

     During the second quarter of 1999 Yankees introduced our company to Messrs.
J. Bruce Gleason ("Mr.  Gleason") and Michael D. Umile ("Mr.  Umile"),  the sole
officers and directors of American Internet  Technical  Centers,  Inc., a Nevada
corporation formerly known as Ascot Industries,  Inc., ("Ascot"). Messrs Gleason
and Umile then held more than 90% of Ascot's stock.  Ascot was a holding company
with one operating  subsidiary,  American  Internet  Technical  Center,  Inc., a
Florida corporation  ("American  Internet").  American Internet  incorporated in
Florida on April 15, 1998, to provide Internet services.

     American   Internet  was  acquired  by  Ascot  on  April  26,  1999,  in  a
reorganization  that provided the  stockholders  of American  Internet  (Messrs.
Gleason and Umile) with 90% of the  outstanding  stock of Ascot in exchange  for
all of the stock of American  Internet.  During June of 1999,  however,  Messrs.
Gleason  and Umile  determined  that Ascot was not a public  company as had been
represented  to them and agreed to exchange  their common stock in Ascot and all
of their rights to common stock in American Internet for shares of our company's
common stock.

     On June 25, 1999,  our company  executed a  reorganization  agreement  with
Ascot,  American Internet and American Internet's former  stockholders,  Messrs.
Gleason  and  Umile,  who  exchanged  all of their  common  stock  in Ascot  for
2,232,756 shares of our company's  common stock,  with the right to increase the
2,232,756 shares to 6,732,756 shares if net, pre-tax profit projections over the
next five years were met. As a result,  Ascot became a 90% owned  subsidiary  of
our  company  and  American  Internet  became a second  tier  subsidiary  of our
company.  Subsequently, Ms. Lyn Poppiti and Mr. and Mrs. Theodore Gill, minority
stockholders  of Ascot also  elected to exchange  their  shares of Ascot  common
stock for 3,980 shares of our company's common stock. Consequently,  our company
issued  a total  of  2,236,736  shares  of its  common  stock  to  former  Ascot
stockholders.  The  transaction  was  structured  to meet the tax free  exchange
provisions  of Section  368(a)(1)(B)  of the Internal  Revenue Code of 1986,  as
amended, and for accounting purposes,  was treated as a purchase. The securities
were issued in reliance on the exemptive  provisions  of Commission  Rule 505 of
Regulation D, and comparable state laws. A copy of the Reorganization  Agreement
was  filed  as an  exhibit  to a  current  report  on Form  8-K  filed  with the
Commission on July 12, 1999, and is  incorporated  by reference as an exhibit to
this  Report,  as permitted by  Commission  Rule 12b-23 (see Part III,  Item 13,
Exhibits and Reports on Form 8-K).

     On  July  9,  1999,   at  our  company's   request,   the  parties  to  the
reorganization  agreement and the former management and controlling stockholders
of Ascot entered into an agreement  rescinding  Ascot's  acquisition of American
Internet.  As a  result,  control  of  Ascot  was  reacquired  by  its  original
stockholders,  its name was changed  back to Ascot,  Ascot was carved out of the
reorganization  agreement and American  Internet  became our  company's  direct,
wholly owned subsidiary.  As consideration for the rescission  American Internet
paid slightly less than $3,000 in fees to Ascot's legal  counsel.  A copy of the
Rescission  Agreement  was filed as an exhibit  to a current  report on Form 8-K
filed with the Commission on July 12, 1999, and is  incorporated by reference as
an exhibit to this Report, as permitted by Commission Rule 12b-23 (see Part III,
Item 13, Exhibits and Reports on Form 8-K).

     American  Internet  was  organized  to operate as an  Internet  web design,
marketing and hosting  business.  After its first year of operations,  virtually
all non-marketing functions were outsourced.  American Internet focused on small
businesses and consumers who needed inexpensive,  uncomplicated web-sites, which
could be upgraded.  Its original market was  concentrated in Florida;  its goal,
however,  was  to  operate  nationally  and  then  internationally.  Substantial
information  concerning  American  Internet was included in a current  report on
Form 8-K which our  company  filed  with the  Commission  on July 12,  1999,  as
amended on August 18, 1999 and September 9, 1999.

     During the initial  calendar  quarter for 1999, the contractor  principally
responsible  for  providing  design  services  to  American  Internet's  clients
suffered medical  problems which disrupted  service and  detrimentally  impacted
client  relations.  Because  information  originally  provided  to  our  company
concerning  American Internet was inaccurate and its revenues  materially failed
to meet the projections  provided by American  Internet's  management,  Yankees,
acting on our company's behalf, negotiated a material change in the terms of the
acquisition.  All  rights to  receive up to  4,500,000  shares of our  company's
common stock as performance  based future  compensation  were waived by American
Internet's   former   stockholders,   American   Internet's   former   principal
stockholders  resigned as  officers  and  directors  of  American  Internet  and
1,682,756  of the  2,236,736  shares of our  company's  common  stock  issued in
exchange  for all of the  American  Internet  capital  stock was returned to our
company in exchange for $48,000 paid out over a six month  period.  As a part of
this  transaction,  Yankees also  returned119,602  of the 150,000  shares of our

                                        6

<PAGE>


company's  common  stock  that it  received  as  compensation  for the  American
Internet acquisition in consideration for $4,800 paid over six months. A copy of
the Amended Reorganization Agreement was filed as an exhibit to a current report
on Form 8-K/A filed with the Commission on August 18, 1999, and is  incorporated
by  reference as an exhibit to this Report,  as  permitted  by  Commission  Rule
12b-23 (see Part III, Item 13, Exhibits and Reports on Form 8-K).

Trilogy International, Inc.

     Trilogy  International,  Inc.  ("Trilogy")  was  incorporated in Florida on
August 3, 1998 but did not start  operations  until  July of 1999.  During  that
eleven month period, Trilogy developed a business plan, built an infrastructure,
recruited,  hired and trained a professional staff, designed and implemented its
e-commerce  web-site and created the marketing materials necessary to launch its
business. Trilogy is a network marketing and e-commerce company which provides:

*        Responsible pet nutrition and pet care products that help pets live the
         healthiest, happiest and longest lives possible;

*        Human nutritional supplements; and

*        Environmentally safe consumer cleaning products.

     However,  almost all of Trilogy's current marketing activities are directed
towards its pet care products.

     On December 1, 1999,  our company  acquired all of the  outstanding  common
stock of Trilogy in exchange for 1,817,273 shares of our company's common stock.
Under the terms of the acquisition,  certain persons who previously held options
to purchase  shares of Trilogy's  common stock for $0.25 each,  were granted the
right to purchase 1/3 the number of shares of our  company's  common  stock,  at
$0.75 each (a total of 338,940  shares of our  company's  common stock for which
our company would receive an aggregate of $254,205).  Our company also agreed to
provide Trilogy with up to $900,000 in expansion and  development  capital prior
to June 1, 2000.

     The  Trilogy  transaction  was  structured  to meet the tax  free  exchange
provisions  of Section  368(a)(2)(D)  of the Internal  Revenue Code of 1986,  as
amended. For accounting purposes,  the acquisition was treated as a purchase and
the  securities  were issued in reliance on the exemptive  provisions of Section
4(2) of the  Securities  Act,  and  comparable  state  laws.  No former  Trilogy
stockholders were granted the right to receive additional shares based on future
performance  or to acquire  additional  shares of Trilogy's  common stock in the
future.  Substantial  information  concerning  Trilogy was included in a current
report on Form 8-K which our company  filed with the  Commission on December 16,
1999, as amended on February 8, 2000.

     The acquisition of Trilogy was based on financial projections which Trilogy
was never able to meet,  expenses  having  been  greater  and income  lower than
anticipated by Trilogy's  management.  As previously  disclosed in our company's
reports to the Commission on Forms 10-QSB and 8-K:

*        Trilogy never met the financial  projections it provided to our company
         and on which  our  company  based  its  investment  decision.  Instead,
         Trilogy's  management  almost  immediately  requested  that our company
         accelerate its funding of Trilogy in order to allow Trilogy to meet its
         cash flow requirements, indicating that inability to obtain accelerated
         funding would inhibit  Trilogy's  ability to operate its business.  Our
         company  complied with such request starting prior to December 31, 1999
         and, in addition to the initial $250,000 advanced at closing,  advanced
         Trilogy approximately $412,051 on an accelerated basis.

*        Even after receipt of accelerated  access to operating  loans,  Trilogy
         failed to meet its revised  projections and its management  advised our
         company that its original  projections  had proved  incorrect as to the
         amount of development capital that would be required until such time as
         its operations turned profitable.  However,  Trilogy's President, Carol
         Berardi,  and its Chairman,  Dennis Berardi,  continued to believe that
         Trilogy's   operations  would  prove  financially   successful  over  a
         relatively short term if it had access to required capital and in order
         to obtain the additional capital  investment needed,  offered to pledge
         their common stock in our company (received in exchange for their stock
         in Old Trilogy), as collateral for additional loans to Trilogy.

     As a consequence of the foregoing,  Yankees  suspended the  availability of
capital for use by Trilogy and  recommended  that our company dispose of Trilogy
on or before June 30, 2000 (our company's  fiscal year end).  Since such reports
to the Commission, our company has suspended direct funding of Trilogy.

                                        7

<PAGE>



     Based on our  company's  refusal  to  continue  to loan  Trilogy  operating
capital, Mr. and Mrs. Berardi initiated negotiations with Xcel Associates,  Inc.
("Xcel"),  previously a source of loans to our company and a large  purchaser of
securities from our company's shareholders in privately negotiated  transactions
[relying on Commission  Rule  144(k)].  As a result of such  negotiations,  Xcel
provided  Trilogy  with  interim  loans  and  proposed  to our  company  that it
surrender  80% of its capital  stock in Trilogy to Mr. and Mrs.  Berardi,  Xcel,
George T. Jochum ("Mr. Jochum"), and Richard H. Tannenbaum,  Esquire (serving as
attorney for all such persons),  whereupon Xcel and Mr. Jochum would provide the
additional funding required by Trilogy.  In order to induce our company to agree
to such proposal, Mr. and Mrs. Berardi offered to return the 1,051,726 shares of
our  company's  common  stock  issued to them in  conjunction  with the  Trilogy
acquisition,  provided that the other former Trilogy stockholders were permitted
to retain the remaining 766,547 shares issued to acquire Trilogy.

     Our company's  management was  unsuccessful in negotiating a more favorable
transaction  despite lengthy efforts to do so and, faced with the alternative of
losing the entire $672,051 loaned to Trilogy and all 1,817,273  shares issued to
acquire  Trilogy,  our  company's  board of  directors  agreed to the  proposal,
effective as of June 30, 2000. Mr. Jochum's background as the former chairman of
the board of directors of Mid-Atlantic Medical,  Inc., a New York Stock Exchange
listed  company and his  experience in turning  around  problem  companies was a
material factor in our company's  acceptance of the Trilogy disposition offer. A
copy of the  Superseder  &  Settlement  Agreement  was filed as an  exhibit to a
current  report on Form 8-K filed with the  Commission on July 17, 2000,  and is
incorporated  by  reference  as an  exhibit  to this  Report,  as  permitted  by
Commission  Rule 12b-23  (see Part III,  Item 13,  Exhibits  and Reports on Form
8-K).

Vista Vacations International, Inc.

     Vista Vacations International, Inc., is a Florida corporation headquartered
in Margate,  Florida ("Vista").  Vista is a cruise and leisure travel marketing,
training and  reservations  organization  operating  largely through  home-based
professional sellers of vacation travel. Vista works closely with the industry's
largest  cruise lines  including  Carnival  Corp.  (NYSE-CCL),  Royal  Carribean
International  (NYSE - RCL),  Norwegian  Cruise  Line (NYSE - NCL) and  Princess
Cruises,  a subsidiary  of United  Kingdom  based P&O which trades on the London
Stock  Exchange.  Substantial  information  concerning  Vista was  included in a
current  report on Form 8-K which our company filed with the Commission on March
29, 2000.

     On March  13,  2000  our  company  completed  the  acquisition  of Vista in
exchange for 220,000  unregistered  shares of our company's  common  stock.  The
transaction  was structured to meet the tax free exchange  provisions of Section
368(a)(1)(B) of the Internal Revenue Code (a stock for stock exchange),  and for
accounting  purposes,  was treated as a purchase.  The securities were issued in
reliance on the exemptive  provisions of Section 4(6) of the  Securities Act (an
offering solely to accredited  investors,  as that term is defined in Commission
Rule 501). A copy of the Vista Reorganization  Agreement was filed as an exhibit
to a current report on Form 8-K filed with the Commission on March 29, 2000, and
is  incorporated  by  reference  as an exhibit to this  Report,  as permitted by
Commission  Rule 12b-23  (see Part III,  Item 13,  Exhibits  and Reports on Form
8-K).

     Up to 219,999 additional shares of our company's common stock were reserved
for  issuance  to the  former  stockholders  of Vista if it met the  performance
criteria described below. In addition:

*        Our company  issued  66,667 shares of its common stock to a creditor of
         Vista in  exchange  for  cancellation  of all  indebtedness  and  other
         liabilities   (principally   a  $180,000  loan  together  with  accrued
         interest); and

*        Our company  reserved  931,000 shares of its common stock for potential
         future issuance through  incentive stock options (as defined in Section
         422 of the Internal Revenue Code) exercisable at $1.50 per share, to be
         granted  to Vista  employees  if Vista  attained  the  operating  goals
         established below.

     The rights of Vista's former stockholders as to the reserved shares and the
rights to the  incentive  stock  options  would have fully  vested only if Vista
earned net,  pre-tax  profits  determined  in  accordance  with GAAP  (generally
accepted  accounting  principles,  consistently  applied) of at least $2,800,000
during the period starting on July 1, 2000 and ending on June 30, 2003.

     In the  event  earnings  were  lower,  some of the  additional  shares  and
incentive stock options could have vest subject to meeting minimum annual goals.
All rights to additional stock and incentive stock options that had not vested

                                        8

<PAGE>



as of July 1, 2003 would have expired on such date, and no further rights of any
kind thereto would have existed thereafter.

     On March 15,  2000,  our company  provided  $125,000 to Vista in  expansion
capital and  expected to invest up to an  additional  $525,000  over the next 12
months with  $125,000 of that amount  expected to be funded  prior to the end of
our  company's  current  fiscal year ended June 30, 2000.  However,  immediately
following the  acquisition,  our  company's  chief  financial  officer and chief
operating  officer  found very  material  discrepancies  between  the  financial
results represented by Vista's principals in the acquisition  agreements and its
actual  results,  based on GAAP.  Because  Vista  could not  provide  verifiably
accurate  information in accordance with the  requirements of the Securities Act
and the  Exchange  Act,  our  company  exercised  unilateral  rescission  rights
provided for by the acquisition  agreement and, our company and the former Vista
stockholders  and creditor  entered into a superseder and  rescission  agreement
effective June 30, 2000,  pursuant to which all securities were returned and our
company's  $125,000 loan to Vista was converted into a 20% ownership interest in
Vista. A copy of the  Rescission  Agreement was filed as an exhibit to a current
report  on Form 8-K  filed  with the  Commission  on  August  15,  2000,  and is
incorporated  by  reference  as an  exhibit  to this  Report,  as  permitted  by
Commission  Rule 12b-23  (see Part III,  Item 13,  Exhibits  and Reports on Form
8-K).


                             OUR COMPANY'S BUSINESS

OVERVIEW

     Our  company  is  a  holding  company  with  two  operating   subsidiaries,
Wriwebs.com,  Inc. ("WRI") and AmeriNet  Communications,  Inc. ("AmeriCom").  It
also holds minority interests (less than 20% ownership) in two operating Florida
corporations,  Trilogy  International,  Inc. and Vista  International,  Inc. and
provides consulting services to other corporations.

     As a holding company, our company endeavors to:

*        Coordinate,  supervise and advise its  subsidiaries,  raise capital for
         them when necessary and fulfill related reporting obligations under the
         Exchange Act by  centralizing  common  functions at the holding company
         level; and

*        Evaluate  promising  businesses  introduced  to our company with a view
         towards   acquiring  those  our  company  finds   compatible  with  its
         objectives.

     As a consultant our company provides  services to third parties in exchange
for the issuance of shares of such third  parties  common stock  directly to our
company's  stockholders,  subject  to prior  registration  with the  Commission.
However,  as our company's  subsidiaries take up more of our company's time, our
company is finding  this role more  difficult  to pursue and may soon  determine
that it is not worth our company's while.  Our company  currently has one active
consulting  agreement,  that  being with  FundsAmerica  Finance  Corporation,  a
recently    organized   Florida   retail   mobile   home   re-finance    company
("FundsAmerica").  Our  company  anticipates  that the  direct  benefits  of its
consulting activities will be minimal and that any real benefit would be derived
from  the  evolution  of a  consulting  relationship  into an  acquisition  or a
strategic alliance with a client that fit our company's strategic requirements.

OPERATING SUBSIDIARIES

Wriwebs.com, Inc.

Acquisition Related Information

     Wriwebs.com,  Inc., was incorporated in the State of Florida under the name
Web Results Institute, Inc. ("Old WRI"). On April 18, 1999, its name was changed
to  Wriwebs.com,  Inc. On November  12, 1999,  Old WRI was merged into  American
Internet and all of Old WRI's capital stock was converted into 531,000 shares of
our company's common stock. In addition,  our company agreed to issue the former
Old WRI  stockholders up to 150,000  additional  shares of our company's  common
stock based on the future  performance  of the combined  companies  (hereinafter
referred  to as "WRI"),  based on WRI's  future  performance.  While Old WRI was
merged into American  Internet,  its officers and directors emerged in charge of
the combined companies.


                                        9

<PAGE>

     During the eighteen  months  commencing  on February 10, 2000 and ending at
the close of business on November 11, 2001, Michael A. Caputa, the president and
controlling  stockholder of WRI immediately  prior to the merger ("Mr.  Caputa")
has an option to acquire a controlling block of WRI's common stock if:

*        WRI has materially complied with its obligations to our company;

*        WRI's former  stockholders  and their successors in interest return all
         of the common stock  received  from our company in the WRI  acquisition
         and all other  distributions  of  securities,  cash or other  assets or
         rights   received  by  them  as  a  result  of  their   status  as  our
         stockholders, without any liens or encumbrances;

*        WRI repays all funds advanced by our company to WRI,  American Internet
         and  their  affiliates  or  designees  directly  or  indirectly,   with
         interest;

*        WRI registers the WRI common stock that our company acquired  (expected
         to be  between  20%  and  30% of its  total  capital  stock)  with  the
         Commission  and  with  state  securities'  regulatory  authorities  for
         distribution to our company or our designees (e.g.,  our  stockholders)
         or such other uses as our board of directors deems  appropriate  (e.g.,
         retain it as an investment or sell it to obtain working capital);

*        WRI provides protection to the common stock that our company retains or
         distributes  to  its  designees, (e.g.,  its  stockholders, etc.)  from
         dilution(a reduction in its percentage of outstanding WRI common stock)
         for a period of two years; and.

*        Our company is granted a right of first refusal to provide financing to
         WRI for a period of two years.

     The amount of WRI common  stock which Mr.  Caputa  could  acquire  would be
based on when the option was exercised. If the option was exercised on or before
November  11,  2000,  then WRI common stock equal to 80% of the total WRI common
stock that would then be outstanding would be held by Mr. Caputa and the balance
would be  retained  by our  company.  If the  option was  exercised  on or after
November 12, 2000, then the portion of the outstanding WRI common stock that Mr.
Caputa  would hold would be reduced to 70% and the balance  would be retained by
our company.  In the event that Mr. Caputa  exercised his option,  all rights to
additional  shares of our common stock that former WRI stockholders had based on
the performance of WRI (as described above) would be forfeited.  Because of such
right,  until it expires or is waived, we cannot consolidate WRI's balance sheet
or the  results of its  operations  with our  financial  statements  but rather,
reflect 20% thereof.

     The  securities  were  issued in reliance on the  exemption  provisions  of
Section  4(6) of the  Securities  Act based on  representations  by the  parties
reflected in the agreement and plan of merger. The transaction was structured as
a  "triangular  merger"  to meet the tax free  exchange  provisions  of  Section
368(a)(2)(D)  of the  Internal  Revenue  Code  of  1986,  as  amended,  and  for
accounting purposes, was treated as an investment.

     Concurrently  with the merger,  our company provided  $100,000 in expansion
capital to the merged  entity and from the time of the closing  through June 30,
2000, we have provided it with an additional  $111,515.  WRI used those funds to
retire  debt,  fund the  increase  in payroll  resulting  from the  addition  of
American Internet personnel and its own expansion and for marketing, advertising
and  working  capital.  At the  time  of the  merger,  our  company  anticipated
providing  the surviving  entity with up to $300,000 in funding,  in addition to
the  $209,259 it had  previously  provided to American  Internet,  however,  our
company has suspended  funding to WRI due to its failure to meet projections and
the inadequacy of its financial  reporting  processes  which required  extensive
intervention by our company's chief financial officer.

     Following WRI's acquisition,  Yankees  recommended that WRI shift the focus
of its web design and  hosting  services  from the  low-end  consumer  and small
business market to the more lucrative  higher-end  business  market.  The latter
market would permit WRI's staff to use their expertise and experience to develop
complex,  interactive  web designs that justify  materially  higher prices.  The
management  of WRI  agreed  with  Yankees  and has used a  portion  of the funds
provided  by our company to develop and market  increasingly  sophisticated  web
design  products.  However,  WRI also  maintains  its presence in the lower cost
market.  In December of 1999,  we  expected  such shift in business  emphasis to
increase  operating  costs and to reduce  profits  over the short  term but,  we
believed that the increased potential earnings would quickly reverse such losses
and result in  materially  increased  profits  within the  calendar  year ending
December 31, 2000. Our company's expectations have not proven to be accurate and
there can be no assurances that WRI will be profitable in the future.


                                       10

<PAGE>

     Prior to June 30, 2000, our company's  chief financial  officer  determined
that the  information  provided by WRI concerning  its  operations  prior to its
acquisition  was materially  inaccurate  and did not justify the  projections on
which our company's investment decisions had been made. Our company's management
does not believe that the  information was  deliberately  misleading but rather,
that the personnel  responsible for its preparation did not understand generally
accepted accounting  principles.  However, as a result of such failure of WRI to
comply with its obligations  under the acquisition  agreements,  our company has
suspended the  availability  of operating loans on which WRI relied to implement
its expansion plans.

     Substantial  information  concerning WRI was included in a quarterly report
on Form 10-QSB which we filed with the  Commission  on November  19, 1999,  an a
current  report on Form 8-K filed with the  Commission  on January 26, 2000,  as
amended on March 3, 2000. A copy of the WRI Plan of Merger  Agreement  was filed
as an exhibit to a quarterly  report on Form 10-QSB filed with the Commission on
November 19,1999, and is incorporated by reference as an exhibit to this Report,
as  permitted by  Commission  Rule 12b-23 (see Part III,  Item 13,  Exhibits and
Reports on Form 8-K).

Current Operations

     Currently,  WRI is an Internet  presence provider located in Pompano Beach,
Florida offering residential and business users web-hosting and design services,
as well as a wide range of other e-commerce solutions including e-mail, personal
home  pages,  chat rooms and  electronic  commerce.  WRI also  offers  ancillary
services  including  leased high- speed  Internet  access lines as a reseller of
long distance  service;  web-site  development,  maintenance  and storage;  and,
Internet advertising, promotion and consulting.

     Internet web-hosting is a multi-media Internet service that permits clients
to maintain a continued  presence on the Internet  directly  through  high-speed
servers and a dedicated  tier one  connection.  The hosting  services  available
through WRI includes virtual hosting and  collocation.  Virtual hosting allows a
client's  web-site (which may be hosted on either a UNIX or NT server  platform)
to be connected  to the Internet  through our  company's  subsidiaries'  network
operations centers. Collocation permits a client's Internet content to be hosted
on a dedicated server located at our company's  subsidiaries' network operations
centers,  eliminating or substantially reducing the capital investments a client
is  otherwise  required to make and reducing  certain of the  client's  security
concerns  associated  with  connection of the client's  private  network(s) to a
web-server.

     WRI provides  web-hosting  and Internet access services from initial simple
online brochures to complex  interactive  multi-media  applications.  Its secure
network  operations center is located at 100 East Sample Road, Suite 210 Pompano
Beach,  Florida  with  dedicated  Dell,  Compact  and other  dedicated  servers,
multiple   high-speed   fiber  optic   connections  to  the  Internet,   and  an
uninterruptible  power supply and  environmental  controls,  is monitored twenty
four hours a day to minimize service interruptions. WRI maintains high-bandwidth
paths to the Internet with dedicated T1 lines through Intermedia Communications.

     WRI currently  provides its customers  with the following  products  either
individually or as part of a one-stop  package custom designed for each client's
individual needs, including:

Programming and Applications Development:

               Customized application  development including web-portals,  total
               e-commerce  solutions,   e-marketing  packages,  shopping  carts,
               real-time  audio and video,  custom online  databases,  virtually
               interactive communications and purchasing systems.


Content management Intranet and extranet systems
Web-site development and maintenance:

               Web-site  Hosting  and  Internet   Access,   shared  hosting  and
               co-location services,  Digital Subscriber Lines (DSL),  Dedicated
               access (T-1 and T-3  service)  and  Integrated  Services  Digital
               Network (ISDN).

     WRI's  existing  services   comprise  three  broad   categories:   web-site
development  and  maintenance,  e-commerce  and training.  Web-site  development
involves the design and development of a client's web-site  production.  Working
with  clients and  utilizing  its own graphic  designers  and  programmers,  WRI
designs,  creates  and  maintains  multi-media,  interactive  web-sites  for its
clients,  using the latest  applications  and  development  tools,  such as Cold
Fusion,  HTML and FLASH. WRI has its own web enabled shopping cart that provides
its e-marketing clients with an affordable packaged

                                       11

<PAGE>

cart they can lease to sell their  products  on-line.  WRI  offers  multi-tiered
e-training services including:  (i) one-on-one Internet training for executives;
(ii)  group  training  for  non-computer   professionals;   and,  (iii)  on-site
internships  dedicated to the  professional  training of students  involved with
Internet related studies,  providing WRI with a strong,  financially  sound work
force.

     WRI's  customers are  principally  located in the  Southeast  United States
(although  it has  customers  around the world).  As of June 30,  2000,  WRI had
approximately  500 web-site  hosting  customers,  a decrease from  approximately
4,500 that it had  immediately  following  its  acquisition.  The  reduction  in
hosting  customers  is based in part on WRI's change in emphasis  from  low-end,
simple  web-site  projects to large scale,  complex  web-site  projects for more
substantial clients but also reflects the increasingly competitive nature of the
web-hosting  industry.  Currently,  non of WRI's  web  hosting  clients  involve
referrals  from our company's  AmeriCom  subsidiary.  The reason for the loss of
approximately  3,000  subscribers  is disputed with American  Internet's  former
management  placing  the blame on WRI's  current  management  and WRI's  current
management  claiming  that the client  base was not as  represented  by American
Internet.

     None of WRI's clients account for more than 5% of its total  business,  nor
does  WRI  rely on any  supplier  for 5% or more of its  required  equipment  or
supplies.

AmeriNet Communications, Inc.

Acquisition Related Information

     On May 11,  2000,  our  company  completed  the  acquisition  of all of the
capital  stock  (being 111 shares of common  stock,  $0.01 par value) of Lorilei
Communications,  Inc., a Florida corporation ("Lorilei"). It was acquired by our
company  in a  reorganization  designed  to  comply  with  Section  4(2)  of the
Securities  Act,  Section  517.061(11)  of the Florida  Securities  and Investor
Protection Act and Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended (the  "Code").  Lorilei's  capital  stock was acquired by our company in
exchange for 572,519 shares of our company's  common stock,  $0.01 par value per
share,  issued  in  reliance  on  the  exemption  from  registration  under  the
Securities  Act of 1933, as amended (the  "Securities  Act") provided by Section
4(2) thereof.  Initially,  our company agreed to issue up to 907,896  additional
shares of its common stock to former  stockholders of Lorilei who were to remain
as its principal employees and executive officers based on Lorilei's performance
during the period ending on June 30, 2003,  however,  both such persons resigned
from  Lorilei  on  August 1,  2000,  making  such  thresholds  inapplicable.  On
September 12, 2000, in order to assure that our company's continuing investments
in Lorilei were not subjected to claims based on undisclosed  liabilities and to
clarify  unequivocally  that the  performance  based shares and incentive  stock
options  originally  allocated  to  Mr.  and  Mrs.  Cunningham  were  no  longer
applicable,   our  company   organized  a  new  Florida   subsidiary,   AmeriNet
Communications,  Inc.  ("AmeriCom"),  and assigned it all of  Lorilei's  assets,
personnel and operations,  including the fictitious  names "The Firm Multimedia"
and "Ocala News  Tonight."  Record title to certain of the assets will remain in
Lorilei until required consents are obtained,  however, such assets will be held
by Lorilei as trustee for AmeriCom.  AmeriCom agreed,  in consideration  for the
assignment  of  Lorilei's  assets,  to make the  mortgage,  equipment  lease and
financing payments disclosed in exhibits to the acquisition agreement as well as
to repay funds loaned to Lorilei by our company.  AmeriCom  intends to refinance
such  liabilities  at such time as its  operating  results,  as reflected in its
financial statements, justify the required loans, on competitive terms, from one
or more financial institutions.

     The names of the former Lorilei stockholders are Gerald R. Cunningham,  who
served  as  Lorilei's  president,  chief  executive  officer,  treasurer,  chief
financial  officer and a member of Lorilei's  board of directors;  and, Leigh A.
Cunningham,  Mr.  Cunningham's  spouse,  who served as Lorilei's vice president,
secretary and as the other member of Lorilei's  board of directors.  To the best
of our company's  knowledge,  no material  relationship existed between any such
person and our company or any of its affiliates,  any director or officer of our
company,  or any associate of any such  director or officer.  No funds were used
directly to acquire Lorilei,  however, our company obtained the funds it used to
provide  Lorilei with the $100,000 in funding due at closing through a loan from
Yankees,  its  strategic  consultant.  Yankees  loaned our company an additional
$72,000  which it loaned to Lorilei  prior to the  assignment  of its assets and
operations  to  AmeriCom..  The  obligation  to repay the funds  advanced by our
company to Lorilei  were  assumed by AmeriCom as part of the  consideration  for
Lorilei's assets and operations.  Lorilei's assets included improved real estate
held in fee simple,  television and video  production  equipment,  computers and
other office  equipment,  leased  facilities  and equipment  and other  physical
property  currently  used in  conjunction  with its  business.  The  assets  are
currently encumbered by liens securing $349,651 in indebtedness.


                                       12

<PAGE>

     The exchange  ratio for  Lorilei's  capital  stock was  determined  by arms
length negotiation  between the parties based on the approximate market price of
our company's  common stock during the period  preceding May 11, 2000, the value
that Lorilei's management felt was reflective of its operating performance since
its inception,  and the anticipated future value of Lorilei.  Our company used a
formula of approximately eight times Lorilei's earnings during the year ended on
December  31,  1999,  as the  basis  for its  valuation.  The use of  contingent
consideration  sought to make the  component  of the  valuation  based on future
performance  more  objectively  ascertainable;  however,  as  a  result  of  the
resignation of Mr. and Mrs.  Cunningham and the  acquisition of all of Lorilei's
assets and operations by AmeriCom, such factor has become irrelevant.

     Copies of the  reorganization  agreement,  the employment  agreements  with
Lorilei  employees and the related schedules and exhibits were filed as exhibits
to a current  report on Form 8-K filed by our company with the Commission on May
30, 2000. A copy of the agreement  between Lorilei and AmeriCom will be filed by
our  company  as an  exhibit  on a current  report  8-K upon  completion  of the
agreement.

Use of Proceeds Invested by Our Company

     Our  company   provided   Lorilei  with   $200,000  in  funding  since  its
acquisition, which was expended as follows:

<TABLE>
<S>                         <C>               <C>               <C>
Date Expended              Amount           Percentage        Description of Expenditure
May 15, 2000               $51,097.84       .2554             Vendors
                           $   300.00       .0015             Advertising - The Firm
                           $ 7,815.08       .0390             Equipment
                           $10,364.24       .0518             Property Taxes
                           $ 4,860.56       .0243             Payroll Taxes May 05, 2000 Payroll
                           $   980.00       .0049             AmSouth Line of Credit
                           $18,000.79       .0900             Payroll May 20, 2000
                           $ 1,581.51       .0079             Gerry Cunningham Expense Reimbursement
May 18, 2000
                           $ 5,000.00       .025              Vendors
June 23, 2000
                           $ 5,066.00       .0253             Vendor (WCTV 6)
July 03, 2000
                           $ 3,000.00       .015              Vendors
July 06, 2000
                           $ 7,043.54       .0352             Payroll Taxes, June 20, 2000
                           $ 6,991.62       .0350             Payroll Taxes, July 05, 2000
                           $ 4,500.00       .0225             Advertising - Ocala News Tonight
                           $ 2,888.01       .0144             Gerry Cunningham Expense Reimbursement
                           $ 2,576.83       .0129             Vendors
July 07, 2000
                           $   667.76       .0033             Equipment
                           $ 2,332.24       .0117             Vendors
July 11, 2000
                           $   325.64       .0016             Second Quarter2000 State Unemployment Taxes
                           $ 2,207.64       .0110             Health Insurance
                           $ 2,233.67       .0112             Vendors
                           $ 2,233.66       .0112             Towards July 20, 2000 Payroll
August 03, 2000
                           $10,000.00       .05               Vendors
August 04, 2000            $ 7,000.00       .035              Towards August 05, 2000 Payroll

August 09, 2000
                           $10,000.00       .05               Vendors
August 16 to
August 31, 2000            $10,000.00       .05               Towards August 20, 2000 Payroll
August 31, 2000            $20,934.00       .1047             Working Capital
--------------------------------------------------------------------------------
August 31, 2000            $200,000.00      100%              Total

</TABLE>

                                       13

<PAGE>

General Information

     AmeriCom's  principal  offices are located at 7325  Southwest  32nd Street;
Ocala,  Florida 34474;  however,  its mailing address is Post Office Box 770787;
Ocala,  Florida  34477.  Its main  telephone  number is (352)  861-1350  and its
general  fax number is (352)  861-1339.  AmeriCom's  general  e-mail  address is
thefirm@callthefirm.com.  Lorilei's  operations were currently  divided into two
divisions,  each operating under a registered trade name, The Firm Multimedia, a
full-service  advertising  agency,  and Ocala News Tonight,  a nightly half-hour
newscast.    Websites   for    AmeriCom's   two   divisions   are   located   at
http://www.callthefirm.com        (The        Firm        Multimedia)        and
http://www.ocalanewstonight.com  (Ocala News  Tonight).  However,  AmeriCom  has
suspended  operations of the Ocala News Tonight  division  indefinitely  and its
current operations are limited to The Firm Multimedia division.

     Lorilei was organized in July of 1994 by Gerald R.  Cunningham and Leigh A.
Cunningham, its former president and treasurer respectively, as the successor to
a Florida general  partnership  founded by them in 1993 doing business under the
fictitious  name,  "The  Firm."  Based on  information  provided by Mr. and Mrs.
Cunningham,  Lorilei's gross sales in calendar year 1999 surpassed $1.5 million,
with billings of approximately $1.1 million and earnings before interest,  taxes
depreciation and amortization (a concept referred to by the acronym "EBITDA") of
approximately  $162,000.  Mr. and Mrs.  Cunningham  projected that Lorilei would
experience substantial sales increases, with a June 30, 2001 fiscal year billing
target of $2.5 million and an EBITDA target of $500,000.  Lorilei  projects that
its  billings  will exceed $5 million  with EBITDA of $1.5 million in the fiscal
year ending June 30, 2003.  The current  management of AmeriCom have advised our
company's  management  that they believe  AmeriCom  can attain such  projections
despite the resignation of Mr. and Mrs. Cunningham.

     The Firm Multimedia division is a national full service advertising agency.
Its services  include  consulting on marketing and advertising  issues;  graphic
layout,  design,  and printing;  video and audio production;  media planning and
placement;  internet  website design and promotion;  interactive  CD-rom design;
long and short-form direct response television  production;  long and short-form
direct response placement;  and, placement of long-form  television  programming
under commercial leased access FCC rules.

     Commercial  leased access to cable  systems is a segment of  communications
law mandated by Congressional cable television  deregulation.  Commercial leased
access  to cable  systems  affords  programmers  not  affiliated  with the cable
operator the  opportunity  to purchase  minimum  half-hour  time  increments  in
substantially  better time periods than offered through  traditional  commercial
venues at prices regulated by the FCC. Lorilei developed a proprietary  database
of cable  systems  nationwide  which  AmeriCom  intends  to  expand  nationwide,
enabling  it to offer  commercial  leased  access  to cable  systems  to  direct
response television marketers and other programers.

     Lorilei  developed a prototype  local  advertiser  supported  evening  news
program, Ocala News Tonight through commercial leased access to cable systems in
Marion  County,  Florida.  It was produced by The Firm  Multimedia,  starting in
January of 2000 as a traditional news, weather and sports half-hour newscast for
geographic  areas where  traditional  broadcast  television  media do not devote
airtime or personnel  required to provide adequate  coverage of market segments.
Ocala News Tonight filled local news niche left open by Orlando and Gainesville,
Florida  broadcasters  in Marion  County,  where the  program was  available  to
approximately 73,000 otherwise under-serviced  television households,  providing
local information not available elsewhere. AmeriCom elected not to continue with
the  program  because its  operating  expenses  did not  justify the  continuing
investment required to cover operating losses.  However,  AmeriCom believes that
the  program  provided  sufficient  information  and  experience  to permit  its
re-evaluation,  either in  Marion  County or in  another  compatible  geographic
region,  at such time as advertising  revenues and better  technical  production
capabilities become available.

AmeriCom's Business

     The  term  "Multimedia"  refers  to a  combination  of text,  data,  sound,
graphics,  photography,   animation,  motion  pictures,  computer  software  and
additional  newly  evolving  elements  and was  selected  by Lorilei  because it
reflected the array of  advertising  and marketing  services  Lorilei  provided,
including in-house production of video, audio,  internet authoring,  interactive
CD-Rom,  graphics,  and pre-press.  AmeriCom believes that its principal current
target clientele is comprised of advertisers,  including  businesses,  political
organizations,  service  organizations  or issue  advertisers  that  use  direct
response and e-commerce sources of information  distribution;  however,  it also
actively targets traditional "image" advertisers.


                                       14

<PAGE>

     AmeriCom provides incremental  advertising  services to national,  regional
and  local  advertisers  and  marketers.  AmeriCom's  management  believes  that
AmeriCom offers its clients competitive  advantages in speed,  quality and price
made possible by use of new,  lower cost  technology,  to provide  competitively
priced production  services,  in-house,  unlike larger advertising  agencies and
marketing companies which subcontract most of their production.

     AmeriCom  maintains  websites  under  each of its  trade  names.  The  Firm
Multimedia  website features video and audio clips illustrating its work as well
as examples of graphic design and links to authored websites.  Lorilei's website
was a major source of client lead generation and AmeriCom's  management believes
that it will  continue to serve such  function.  Ocala News  Tonight  also had a
website used primarily as an interactive  focal point for the viewing  audience.
It included  content  updated on a daily basis with highlights from the newscast
as well as viewer opinion polls.  Advertising  was accepted but was not actively
solicited for the Ocala News Tonight website.

     AmeriCom  offers its general  advertising  services  throughout  the United
States. The Firm Multimedia  division  communicates with clients located outside
the Central  Florida  production  area by  telephone,  fax,  Internet,  courier,
in-person sales calls and in some cases,  non-local  client visits to AmeriCom's
facilities.  AmeriCom  intends  to  materially  expand its  physical  geographic
presence  by  adding  additional  sales  offices  in  Florida,   regionally  and
nationally.  Ocala  News  Tonight's  clients  were  primarily  located in Marion
County,  Florida. As additional news markets are added the clients for each news
operation will also primarily be located in the community of service.

E-Commerce

     AmeriCom  provides  clients  with a turn-key  e-commerce  approach  by both
authoring  websites and providing  website owners with marketing and advertising
services  designed to increase  visits by  potential  customers.  AmeriCom  also
provides  clients  with  consultative  advice  covering  a wide  range of issues
including domain names,  domain  registration,  competitive content items (e.g.,
pricing,   placement,   inventory,  target  marketing,  and  demographic  data),
qualitative factors and perceptual customer research.

     AmeriCom uses state of the art software  including "Flash"  "Shockwave" and
Quicktime video to author rich content websites, including sites featuring video
and audio. Each website is  custom-authored  based on client  specifications and
may  include  specialized  applications,   including  database  access.  Lorilei
believed  that  rich  content  websites  would  become  critical  components  in
commercial website development and AmeriCom's management agrees.

     Lorilei did not host its clients  Internet  websites.  AmeriCom  intends to
gradually  add  hosting,  portal and Internet  access  services,  first  through
arrangements with third parties and then through internal resources. However, in
the event that the president of our company's WRI subsidiary waives his existing
limited rights to acquire a controlling  interest thereof,  AmeriCom is expected
to use WRI's services for such purposes.

     AmeriCom is active in the  business to  business  (commonly  referred to as
B2B)  Internet  website  promotion  and operation  industry.  It offers  clients
comprehensive  rather than piecemeal services through its centralized,  in house
capacity to develop required strategies and materials and to articulate required
messages in multiple  media.  Most of its  competitors  address only portions of
client needs,  outsourcing  production  related aspects or requiring  clients to
make  separate  production  arrangements.  Because of  AmeriCom's  comprehensive
capabilities,   its  clients  can  either   supplement  or  replace   expensive,
economically   inefficient  in  house,  full  service  advertising   departments
retaining the benefit of their centralized  responsibility  aspects.  AmeriCom's
management  believes  that by  relieving  its clients of the need to  coordinate
multiple,  diffuse one  dimensional  outside  sources,  its  clients  enjoy most
benefits of in house resources  without the related capital and personnel costs,
while avoiding the absence of coordination and responsibility that characterizes
outsourcing to multiple, independent vendors and specialized service providers.

     Because of the price  advantages  inherent in business  through  cyberspace
(materially reduced facilities,  personnel costs,  utility and inventory costs),
traditional  facility oriented businesses (now commonly referred to as brick and
mortar  retailers)  will be forced to seek  non-traditional  revenue  streams in
order to  maintain  their  existing  clientele  as well as to  compete  with new
business opportunities generated by e-retailers.  Based on Lorilei's experience,
one of the  best  ways  to  establish  a  productive  B2B  presence  is  through
development  of a  versatile,  user  friendly,  interactive  e-commerce  website
supported  with DRTV  resulting in telephone  sales as well as sales through the
Internet website.

     As use of the Internet  industry  matures,  effective  use of websites will
require increasingly  sophisticated and reactive Internet strategies.  Effective
Internet  strategies  require  continuously  updated and up to date  information
concerning  both industry  specific data and Internet  technology  developments,
coupled with continuing analysis of

                                       15

<PAGE>


feedback  from  employees,   suppliers,   consumers,   competitors  and  related
professionals. Such intelligence gathering and analysis is costly on an in house
basis but can be very cost-effectively obtained through combined use of internal
personnel  resources   supplemented  and  guided  by  firms  such  as  The  Firm
Multimedia.

Local News Programming

     Lorilei's  experience in channel leasing and studio  facilities,  equipment
and  technology  (including  desktop  video and high  quality  prosumer  cameras
available through The Firm Multimedia  division) permitted it to experiment with
production of a prototype,  nightly  advertiser-supported news program dedicated
to a targeted  geographic area, similar to the familiar news, weather and sports
format used by most local broadcast television stations, without a large capital
investment.  The prototype  program,  Ocala News Tonight,  was a network of four
cable systems  produced six days per week and airing twice  nightly,  at 6:30 PM
and 10:30 PM to over 73,000  households in the Marion County,  Florida area from
January of 1999, until suspended by AmeriCom during August of 2000.

     The criteria that Lorilei expected to use to determine geographic viability
included market  composition,  market  geography,  market identity,  presence of
local television news coverage,  available  advertising revenues (estimated as a
percentage of total retail sales),  and cable  television  penetration.  Lorilei
chose Marion County, Florida as the prototype for the concept because production
operations  were already in place and the Marion County area met such guidelines
(i.e.,  it had a local  identity  apart  from  either  Orlando  or  Gainesville,
sufficient  retail sales to provide a local  advertiser base, and adequate cable
television penetration). While the area is part of the Orlando television market
it receives  very little  local news  coverage  from the Orlando  stations,  and
minimal  coverage from  Gainesville  stations  located 35 miles away. Due to its
distance from Orlando and Gainesville,  and with the Gainesville market's strong
identity  with  the  University  of  Florida,  it  appeared  unlikely  that  any
television  station  from either  area would make a concerted  effort to compete
with the  program.  Lorilei  intended to expand the program to other  geographic
areas,  however,  AmeriCom's  management  was not satisfied  with its production
quality or the  efforts  made by Lorilei to  develop  its  advertising  base and
consequently  suspended such broadcasts  pending a  re-evaluation  of AmeriCom's
technical  capacity  to  produce  the  quality  of  programming  it  wants to be
associated with from both a content and technical prospective, and the degree of
local  advertising or other economic support that could be generated if adequate
efforts  were used.  Among  options  being  considered  are  termination  of the
concept,  sale of the concept and related equipment or resumption of the project
as a  quasi-independent  venture under local management or as a program produced
by AmeriCom for the Ocala Star Banner,  a local Ocala newspaper owned by the New
York Times.

Sales and Marketing

     AmeriCom uses a mix of marketing tools,  including an infomercial  produced
to generate business to business leads,  direct mail,  telemarketing,  trade and
business  publication  print,  Internet  advertising,  trade show  displays  and
participation in competitive,  award granting events.  It has used a combination
of inside and outside sales  representatives in the past for The Firm Multimedia
and intends to expand the use of inside sales  representatives  in two areas (1)
to support outside sales with appointment  setting,  and (2) to sell DRTV to dot
com  and  e-commerce  companies  and the  DRTV  trade.  In the  past,  The  Firm
Multimedia employed generalist-type sales professionals,  expending considerable
time in training the person to represent  AmeriCom's  many services.  Management
now feels that its sales  require sales  professionals  proficient in four major
specialty areas: Print graphics,  DRTV and Video,  Internet and e-commerce,  and
Agency  services.  Under its current  marketing  plan,  AmeriCom  will  generate
specific leads in one of its specialty  areas and, using a consultative  selling
approach,  will identify other specialty areas where it might be of service.  It
will then allocate leads among its sales personnel based on their  compatibility
with  the  potential  client  and  its  requirements  at the  appropriate  time.
Management  believes  this approach will result in less training time and higher
sales revenues.

Facilities and Equipment

     Management  of AmeriCom  believes that it has the largest and best equipped
television  facilities in its operating area (which  compare  favorably with the
closest  on air  commercial  television  stations).  It  has  already  made  the
transition to digital,  non- linear video editing  (versus the older  tape-based
linear tape editing) and intends to invest in high definition video equipment as
distribution  facilities  and high  definition  television  ("HDTV"  sets-in-use
increase to a critical mass. Nonetheless,  AmeriCom recognizes that in the field
of computer hardware,  capital  investments should be carefully made in order to
stay  technologically  competitive  while  not  expending  unreasonable  sums to
modernize  equipment based on fads or improvements  that are themselves about to
be exceeded.  AmeriCom's  computer inventory includes both Microsoft  Windows(R)
and Apple (R) equipment inter-networked to permit regular cross-connectivity and

                                       16

<PAGE>



extremely high resolution scanning and internal printing  capabilities.  Because
of the low cost,  extremely  competitive  available printing  resources,  client
printing is outsourced based non best available prices at the time.

Principal Clients and Suppliers

     No supplier  accounts for 5% or more of goods or material  used by AmeriCom
in its  business,  since it is  fundamentally  a  service  business.  AmeriCom's
principal  clients  (those that accounted for more than 5% of its gross billings
or net profits) during the fiscal year ended June 30, 2000 and the percentage of
its gross  billings  which  they  accounted  for are set forth in the  following
table:

<TABLE>
<S>                               <C>          <C>           <C>        <C>
                                                           Percentage
                                  Gross        Net         of Total
Name of Client                    Billing      Income      Income   Description of Services Provided
Southwest Georgia Consortium      $309,600     $177,237    23%      Television and radio media
                                                                        campaign.
CareerTV.com                      $118,602     $35,580     9%       Cable television media campaign.
Edward Waters College             $88,000      $58,000     7%       Marketing campaign including
                                                                        infomercial, CD Rom, brochures and
                                                                        promotional items.
</TABLE>

Material Subsequent Events

Emerging Public Companies Reports

     AmeriCom is in the  process of  developing  a  proprietary  financial  news
program to be  presented  over a national  syndicate  of local cable  television
systems  using a combination  of placement  techniques,  including  leased cable
access.  The  proposed  program  will  target  emerging  public  companies  that
generally do not have access to the public  exposure  available  for larger more
mature companies from analysts in the national media.

     The  program   will   provide   participating   companies   with  a  direct
communication   vehicle  for   dissemination  of  information  to  shareholders,
analysts,  institutions and the investing public.  Initially,  it is anticipated
that one weekly half-hour  segment  featuring at least two sponsoring  companies
will be produced with decisions on increased production based on demand for more
programming, programming on a regional basis and competing demand for AmeriCom's
production  facilities.  Production  costs are  initially  expected  to  average
$20,000 per half hour segment with all production and media  placement  services
provided by AmeriCom.  Additional  revenue may be generated through  advertising
during the  program,  sales of video tapes and  cassettes  of past  programs and
ongoing  communications  services  designed  to make the  program  available  to
individuals  on  an  as  accessed  basis  over  the  Internet.

     As currently  contemplated,  the emerging companies program will follow the
format  established  by  Moneytime,  a half hour program that  appeared on FNN's
predecessor,  Financial News Network and other television  networks and stations
on Monday mornings at 8:00 a.m., during the 1980's.  Stedman Walker, Ltd., a New
York corporation (www.stedmanwalker.com; "Stedman Walker") which owns the rights
to the  former  Moneytime  program  and whose  principals  produced  the show is
expected to serve as the producer for the new AmeriCom program.

     The  principals of Stedman  Walker have more than 50 years of experience in
the securities industry and in financial public relations.  In addition to their
role in founding and producing the Moneytime program,  they were instrumental in
founding the New York Stock  Brokers'  Forum during the 1970's,  an  association
which provided a forum for emerging public companies to meet with members of the
New York  City  financial  community  and  acquaint  them  with  their  existing
operations and prospects.

     All  program  content  will be the  responsibility  of the  host and of the
companies  participating.  However,  AmeriCom  will  require  that access to the
program be limited to reputable  companies that  demonstrate an awareness of the
legal limits placed on  information  they can release.  Our company  expects the
program to facilitate  implementation  of the  Commission's  recent enactment of
Regulation  FD, by  providing  a media for  general  dissemination  of  material
information in compliance  with the newly enacted rules;  and, to integrate with
our company's  proposed Internet based information  depository system for use by
public  companies  that do not qualify for inclusion in the  Commission's  EDGAR
system, see "15c2-11 Project," below.

                                       17

<PAGE>

Proposed Acquisition of WeCU, Ltd. Operations & Assets

     Our  company  is  currently  negotiating  with  WeCU,  Ltd.,  a  Panamanian
corporation,   and  its  domestic  affiliate,   Qubic  Development,   Inc.,  for
acquisition of material Internet and  communications  assets and operations.  As
currently contemplated,  the proposed acquisition would be effected by AmeriCom.
A description  of the currently  proposed terms as well as of the operations and
assets that would be  acquired  is  included  in Part II,  Item 6,  Management's
Discussion  and  Analysis  and Plan of  Operation."  Such  disclosure  is hereby
incorporated by reference herein as permitted by Commission Rule 12b-23.

15C2-11 PROJECT

     Our  company  intends to  develop an  interactive  Internet  presence  as a
depository of  information  concerning  non-  reporting  public  companies.  The
project  seeks  to fill a need  identified  by the  Commission  and the NASD for
regularly updated  information on non-reporting  public companies  accessible to
market makers in securities  as well as to potential  investors.  The issue is a
topic under consideration for regulatory action.

     Our  company  obtained  rights  to the  following  domain  names  from  its
strategic  consultant,  Yankees:  15c2-  11.com,  15c2-11.net,  15c2-11.org  and
15c2-11.cc. The names are derived from Rule 15c2-11 under the Exchange Act which
deals with the  information  that must be publicly  available  before  brokerage
firms may participate in making markets for publicly  traded  securities and the
anticipated  applications  revolve  around the concept of a publicly  accessible
information depository system.

     Our company's  agreement with Yankees originally  anticipated that it would
delegate the design,  development and operation of the anticipated Internet site
or sites to WRI and would pay  Yankees a 5%  royalty,  payment  of which will be
deferred  and  accrued  until our company can make the  required  payments  from
consolidated  profits.  The term of the  agreement is  concurrent  with Yankees'
consulting  agreement  and any renewals or extensions  thereof,  after which the
rights and all  derivations  therefrom  would revert to Yankees.  It is now more
probable  that the 15c2-11  project will be  undertaken  by AmeriCom,  after the
initial transaction with WeCU.

     As  currently   contemplated,   non-reporting  public  companies  would  be
permitted  to list  information  statements  meeting  the  requirements  of Rule
15c2-11 for  periods of three to six  months,  after which they would have to be
renewed with  current  information.  The  information  would be  protected  from
modification by non-authorized persons, to the extent technologically  feasible.
In  addition,  auditors,  attorneys,  transfer  agents  and other  providers  of
services to public companies would be permitted to direct  advertisements to the
public  companies  listed.  Brokerage  firms and other  providers of services to
investors would be permitted to direct  advertisements to public visitors to the
sites. Our company anticipates that listing companies will be charged reasonable
fees  designed  to cover  operating  costs  but that site  visits  will be free.
Advertisements are expected to be the principal source of potential profits.

     Accuracy of the information on the site will be the  responsibility  of the
companies that list it; however, our company is contemplating the feasibility of
establishing a preliminary review process designed to promote the development of
qualitative standards geared to the requirements of Commission Regulation SB and
generally accepted accounting practices, other than audit requirements,  as long
as such process does not subject our company to additional liability.

     The  sites  will  endeavor  to  meet   standards   imposed  for  registered
information  depository systems by the Commission or the NASD; however,  because
such standards have not been developed,  no assurances can be provided that they
will be met, or that the Commission's  current proposals dealing with registered
information depository systems will ever be adopted or implemented.


                                       18

<PAGE>

CONSULTING ACTIVITIES

Overview

     In response to  Yankees'  suggestions,  our  company's  board of  directors
authorized  our  company's  officers to  negotiate  consulting  agreements  with
private  companies  that desire to become public  companies and that can benefit
from our company's  experience in operating public companies.  Our company helps
these companies recruit and supervise professionals such as attorneys, auditors,
investment bankers,  transfer agents, officers and directors who have experience
operating  public  companies.   It  also  shares  our  company's  operating  and
regulatory  compliance  policies  with them and makes  our  company's  personnel
available to them, on a reasonable, as required basis, to provide ongoing advice
dealing with issues faced by public companies.

     Our company  expects,  in exchange for these services,  that the consulting
client will register a percentage  of its common stock for issuance  directly to
our company's stockholders, as of an agreed upon date following the execution of
the  consulting  agreement.  The  amount  of  common  stock  involved  will vary
depending upon the circumstances of each transaction.  The issuance of shares to
our company's  stockholders  will be conditioned on prior  registration with the
Commission  and the  failure  to  conclude  such  registration  would  void  the
agreement.

     Registration of shares directly to our company's  stockholders is necessary
in order for our company to avoid  inadvertently  becoming an investment company
and provides a major benefit to clients in that they obtain a large, wide spread
base of stockholders,  including all of our company's  market makers.  The major
benefit  of  the  consulting  services  to  our  company  is  that  it  will  be
continuously  exposed to emerging  companies,  some of which  should prove to be
attractive   acquisition   candidates  or  candidates  for  strategic  operating
alliances   (cooperative   business   activities  not  involving  shares  equity
ownership).

     As of the  date of this  Report,  our  company  has one  active  consulting
agreement and has an oral  understanding as to a third agreement with one of our
company's directors.  A number of other consulting  agreements have been entered
into but have expired without any tangible benefits.  Because it was very active
in acquisition activities during the past year, our company has not been able to
allocate as much time to its consulting  activities as it anticipated and may be
forced to re-evaluate how much time it can dedicate to them in the future.

FundsAmerica Finance Corporation

     Our company's first  consulting  agreement was signed on May 18, 1999, with
FundsAmerica Finance Corporation,  a recently organized Florida corporation that
operates  as  a  development  stage  retail  finance  company  concentrating  on
refinancing mobile homes ("FundsAmerica").  FundsAmerica believes that reporting
company  status  will   facilitate  its  ability  to  package  and  resell  loan
portfolios. Our company will not be involved in FundsAmerica's operations,  will
provide only the described consulting  services,  and makes no predictions as to
the ultimate value of the securities to be distributed to its stockholders after
they are registered with the Commission.

     Based on the terms of this consulting agreement our company's  stockholders
of  record  as of June  17,  1999,  will,  after  registration,  receive  10% of
FundsAmerica  outstanding  common stock, which will be distributed on a pro rata
basis of  approximately  two shares of  FundsAmerica  common  stock for every 25
shares of our company's  common stock.  A  registration  statement  covering the
shares to be issued to our company's stockholders was filed by FundsAmerica with
the Commission on or about October 14, 1999. The registration  process has still
not been completed. Our company and FundsAmerica have agreed that the reasonable
value of such common stock, in the aggregate, is the lesser of $50,000 or 10% of
stockholders'  equity of  FundsAmerica,  determined in accordance with generally
accepted accounting  principals,  consistently applied ("GAAP").  No assurances,
however, can be provided that such valuation will actually be deemed appropriate
for auditing or tax purposes and a different  valuation  may be arrived at based
on the initial  trading value of such  securities or other factors not currently
apparent to management.

     As of the date of this annual report,  our company has not taken a position
regarding the tax  consequences of the anticipated  distribution of FundsAmerica
securities to our company's  stockholders.  It is possible that the value of the
FundsAmerica securities distributed to our company's stockholders will be deemed
income to our company and that the value of the distributed  FundsAmerica  stock
will  be  deemed  to  be  dividends  to  our  company's  stockholders.   If  the
registration  statement fails to become effective for any reason,  the agreement
will be deemed void.



                                       19

<PAGE>

Sports Collectible Exchange, Inc.

     Sports Collectible Exchange, Inc., a recently organized Florida corporation
("SCE")  controlled  by  G.  Richard  Chamberlin,  Esquire  ("Mr.  Chamberlin"),
formerly our  company's  general  counsel and a current  member of our company's
board of  directors,  has  indicated  a firm  intention  to  proceed  subject to
development  of its  web-site  and  valuation of its  inventory.  SCE  maintains
temporary  offices at 14950  Southeast  United States Highway 441:  Summerfield,
Florida 34491. Its telephone  number is (352) 694-6714:  its fax number is (352)
694-7153:  and, its current e-mail address is  grichardch@aol.com.  SCE has been
organized to engage in a number of collectible  areas  including an inventory of
minor league  collectibles  that is expected to be  appraised  prior to June 30,
2000,  by either Gulf Coast Minors,  of Sarasota,  Florida,  or Steve  Weitlauf,
former owner of Bleacher  Bums a baseball  card shop,  Belleview,  Florida.  The
appraisal  will be based on both  wholesale  and probable  retail  value.  SCE's
management  has  advised our  company's  management  that it  believes  that the
wholesale  appraisal will be in the range of $40,000 to $100,000,  based on it's
experience  with minor league baseball  collectibles.  SCE intends to develop an
Internet  web-site to market minor league baseball  collectibles,  including its
current inventory, to operate such site with an initial emphasis on minor league
baseball  collectibles  in a  manner  similar  to that  currently  used to trade
securities  over the Internet,  permitting  transactions  in its own  inventory,
purchase of  inventory  from third  parties  and  facilitation  of  transactions
between  third  parties  for a small fee  (expected  to be a  percentage  of the
transaction).  SCE also intends to develop a minor league collectibles appraisal
certification  program  and to  establish  a  minor  league  hall of  fame.  The
agreement with SCE has been delayed because Mr. Chamberlin's  obligations to our
company did not permitted him to complete the inventory of collectibles required
for the appraisal;  however,  During November of 1999, Mr. Chamberlin  requested
that our company  recruit a successor as general  counsel as soon as possible so
that he could shift his business emphasis to SCE. Mr. Chamberlin was replaced as
general  counsel on March 31, 2000 but remains  available to provide our company
with legal assistance on a project by project basis. He also remains as a member
of our company's board of directors.

Other Consulting Activities

     Our company is not currently  pursuing any  additional  consulting  related
activities.

EMPLOYEES

     Our company's has no employees other than its executive officers.  However,
it has access to Yankees clerical and  administrative  employees,  which it pays
directly on an as used basis.

WRI

     As of  August  1,  2000,  WRI had 10 full  time  employees  and 2 part time
employees.  Due to its economic  under  performance,  WRI has had to discharge a
number of its employees and may have to further reduce its staff until operating
income improves. All employment is at will.

AmeriCom

     As of August 1, 2000,  Lorilei had 22 full time  employees  and 2 part-time
employees. AmeriCom requires that all full-time employees sign a non-competition
and  confidentiality  agreement  as  a  condition  of  employment.  No  employee
contracts  currently  exist and all  employment  is at will.  No  employees  are
currently represented by any labor unions.  AmeriCom believes its relations with
employees to be good, however additional  employees will need to be recruited to
meet its growth projections.  Management believes that required personnel can be
recruited on acceptable terms from the large,  technically and professional pool
in the Marion and Alachua  county regions of Florida,  at very favorable  rates.
AmeriCom  anticipates  adding up to ten additional staff members within the next
fiscal year in sales, marketing and support functions.


                                       20

<PAGE>

COMPETITION

WRI

     The web hosting  and design  industry is highly  fragmented  industry  with
varied  competition.   WRI  competes  with  web  hosting,  web  design  and  web
programming  firms.  WRI competes  for its  customers  based on price,  customer
service , creativity  and quality.  WRI believes that it can increase its market
share by providing the highest possible customer service along with low cost web
design  services for its customers.  It can also provide more advanced  services
for customers seeking cutting edge quality web design and programming.

AmeriCom

     The  advertising  industry is highly  fragmented with low entry barriers to
establishment  of  an  advertising  agency.   Advertising   production  is  also
competitive,   however   capital  costs  for  equipment  and  facilities  are  a
significant barrier to entry. AmeriCom competes with other advertising agencies,
television and radio stations, other direct response television companies, cable
television  providers  and  television   broadcasters.   AmeriCom  competes  for
customers based on service, price, quality,  specialized in-depth knowledge, and
creativity.  Most DRTV  competitors are located in Western  states,  making West
coast-based business a more difficult competitive challenge.

     Many potential competitors have access to substantial capital, physical and
personnel  resources and  established  reputations  (e.g.,  national  television
networks, cable companies, advertising agencies and public relations firms) with
which  AmeriCom  can compete only by  providing  innovative  services at reduced
prices.

GOVERNMENTAL REGULATION

WRI

     As a subsidiary of a fully reporting, publicly held company, WRI is subject
to applicable  provisions of federal and state securities laws,  especially with
reference to periodic  reporting  requirements  and, the  operations  of WRI are
subject to regulation normally incident to business operations. WRI's management
knows of no other applicable government regulation.

AmeriCom

General

     As a subsidiary of a fully  reporting,  publicly held company,  AmeriCom is
subject  to  applicable   provisions  of  federal  and  state  securities  laws,
especially with reference to periodic reporting requirements and, the operations
of AmeriCom are subject to regulation  normally incident to business  operations
(e.g.,  occupational safety and health acts,  workmen's  compensation  statutes,
unemployment  insurance  legislation and income tax and social security  related
regulations).

     Because  AmeriCom  is subject to  regulation  in every state and country in
which it  transacts  business  and  because  government  regulation  tends to be
extremely dynamic,  AmeriCom will have to carefully monitor current and proposed
legislation in order to continuously comply therewith. There can be no assurance
that  AmeriCom's  operations  will  always  be  in  compliance  with  applicable
governmental regulation and in the event that it fails to comply with applicable
regulatory  requirements,  its activities may be curtailed and it may be exposed
to fines and adverse publicity.  In any such event, AmeriCom's business could be
detrimentally affected.

     To the best of  management's  knowledge,  AmeriCom  will not be required to
directly incur material  expenses in  conjunction  with federal,  state or local
environmental regulations, however, like all other companies, there are many but
incalculable indirect expenses associated with compliance by other entities that
affect the prices paid by AmeriCom for goods and services.

Advertising

     Based  on  First  Amendment  protections,  most of  AmeriCom's  advertising
activities are not subject to pre- approval by government agencies; however, its
activities are subject to government imposed repercussions in the event

                                       21

<PAGE>

that its materials are  materially  inaccurate,  libelous or violate  government
policies.  Such after the fact regulation is provided federally through the FCC,
the Federal  Trade  Commission  (the "FTC"),  the United  States  Department  of
Justice and the Commission. Similar agencies regulate AmeriCom's activities on a
state  level.  In addition  to  governmental  agencies,  AmeriCom is a voluntary
member of numerous  industry  and trade  associations  on a national,  state and
local basis,  many of which have codes or standards of conduct to which  members
are expected to adhere.

Cable

     AmeriCom's  success  is  dependent  in part  on the  existence  of  federal
regulations  which require  cable  operations to lease cable access at low rates
pursuant to FCC rules promulgated under the Cable Television Consumer Protection
Act of 1992 (the "1992 Cable  Act").  The  statutory  framework  for  commercial
leased cable access was  established by the Cable  Communications  Policy Act of
1984 (the "1984 Cable  Act") and  amended by the 1992 Cable Act.  The 1984 Cable
Act  established  leased access to unused  channel  capacity of cable systems by
parties  unaffiliated  with the cable  operator that wanted to distribute  video
programming free from editorial control by the cable operator. Channel set-aside
requirements  were  established  in  proportion  to a system's  total  activated
channel  capacity  in order to assure  that the  widest  possible  diversity  of
information  sources  were made  available  to the public by cable  systems in a
manner  consistent  with the growth and  development of cable  systems.  A cable
system  operator was permitted to use any unused leased access channel  capacity
for its own purposes until such time as a written agreement for a leased channel
use was  obtained.  Each system  operator  subject to such  requirements  was to
establish  the "price,  terms,  and  conditions  of such use which were to be at
least  sufficient  to  assure  that  such use would  not  adversely  affect  the
operation,  financial condition,  or market development of the cable system. The
only exception to the leased  commercial access channel set-aside under the 1984
Cable Act was that up to 33% of a system's  designated  leased commercial access
channel capacity could be used for qualified minority or educational programming
from sources affiliated with the operator.

     The 1992 Cable Act  amendments  broadened the statutory  purpose to include
"the  promotion  of  competition  in the  delivery  of diverse  sources of video
programming" and the FCC was provided with expanded authority:  (1) to determine
the maximum  reasonable  rates that a cable operator could  establish for leased
access use,  including the rate charged for the billing of  subscribers  and for
the  collection of revenue from  subscribers by the cable operator for such use;
(2) to establish  reasonable  terms and conditions for leased access,  including
those for  billing and  collection;  and (3), to  establish  procedures  for the
expedited  resolution of leased access disputes.  The legislative history of the
1992 amendments expressed concern that some cable operators may have established
unreasonable  terms or may have had  financial  incentives  to  refuse  to lease
channel  capacity to potential  leased  access  users based on  anti-competitive
motives,  especially if the operator had a financial interest in the programming
services it carried.

     Any person  aggrieved by the failure or the refusal of a cable  operator to
make commercial channel capacity available or to charge rates as required by FCC
rules may file a petition  for relief with the FCC within 60 days of the alleged
violation.  In order to enforce its rights under the 1992 Act,  Lorilei  filed a
number of such  petitions  with varied  results.  In order to merit relief,  the
petition must show by clear and convincing  evidence that the operator  violated
the  leased  access  statutory  or  regulatory  provisions  or  otherwise  acted
unreasonably or in bad faith.  Relief may be in the form of refunds,  injunctive
relief or forfeitures.  The FCC encourages  parties to use  alternative  dispute
resolution   procedures   such   as   settlement   negotiation,    conciliation,
facilitation,  mediation,  fact finding,  mini-trials and arbitration.  The 1992
Cable Act provides for both judicial and FCC review of leased  commercial access
disputes.

     A change in the 1992 Cable Act or the  regulations  promulgated  thereunder
could  significantly  impair AmeriCom's ability to successfully  compete against
larger advertising companies.

Costs of Compliance

     The  costs  of  monitoring  and  complying  with  existing  regulations  is
expensive  and time  consuming.  AmeriCom's  management  is  required  to expend
significant  resources to obtain  required  regulatory  clearance and the delays
incident  thereto  have and are  expected  to  continue  to deprive  AmeriCom of
significant  opportunities.  However,  because  such  regulations  also apply to
AmeriCom's  competitors,  they  merely  tend to  make  all  participants  in the
industry less effective,  rather than to affect AmeriCom's  competitive business
posture.  More importantly,  however,  FCC regulations are actually a benefit to
AmeriCom's  operations  since  access  requirements  and pricing  controls  make
AmeriCom  competitive  with  vastly  larger  organizations.  The absence of such
regulations would have a materially adverse impact on AmeriCom's business.


                                       22

<PAGE>

ESTIMATE  OF THE  AMOUNT  SPENT  DURING  EACH OF THE  LAST TWO  FISCAL  YEARS ON
RESEARCH AND DEVELOPMENT  ACTIVITIES,  AND IF APPLICABLE THE EXTENT TO WHICH THE
COST OF SUCH ACTIVITIES ARE BORNE DIRECTLY BY CUSTOMERS

WRI

     During  the past year WRI  expended  approximately  $4100 in  research  and
development activities.  The expenses were passed along to the public indirectly
via WRI's pricing decisions. The bulk of the research and development activities
involve using students to research the Internet, e-commerce, hosting and various
other technical areas related to the Internet.

AmeriCom

     During  the  last two  years,  Lorilei  expended  approximately  $8,200  in
research and  development  activities.  Such  expenses  were passed along to the
public indirectly in the form of components of Lorilei's pricing decisions.  The
bulk of the research and  development  activities  involved  production of local
news  programs and  activities  with the FCC designed to assure access to unused
cable system channel capacity.


                         ITEM 2: DESCRIPTION OF PROPERTY

     Our company does not own any real property  directly.  Except for AmeriCom,
our company and its  subsidiaries  operate  from  leased  facilities  which they
believe are adequately insured by comprehensive general liability policies.  Our
company does not, however, maintain business interruption coverage.

Our company:   Our  company's  corporate  offices  are  located  at  2500  North
               Military  Trail,  Suite 225-C;  Boca Raton,  Florida 33431 and at
               1941 Southeast 51st Terrace, Ocala, Florida 34471. The offices in
               Boca Raton include access to office equipment and are leased on a
               month to month basis from Carrington  Capital Corp., at $1,062.88
               per month.  The offices in Ocala are made available by Yankees on
               a rent free basis and also include access to office equipment.

WRI:           WRI  currently  leases  3,000  square feet of office space at 100
               East Sample Road, Suite Number 210; Pompano Beach, Florida 33064.
               The lease is for a term of three  years  staring on June 1, 2000,
               with a three year renewal  option.  The monthly  rental starts at
               $4,000 per month and increases by 5% each year.

AmeriCom:

Operations Facilities:

               AmeriCom's  principle  place  of  business  is  located  at  7325
               Southwest  32nd  Street,  Ocala,  Florida,   34474.  This  is  an
               industrial  park type  setting  where the  other  businesses  are
               warehouse  or light  manufacturing  businesses.  The  building is
               approximately 5,000 square feet in total space, with 3,500 square
               feet devoted to office and production space and 1,500 square feet
               devoted to studio space. All space is air-conditioned and heated.
               The property is  encumbered  by a first  mortgage in the original
               principal  amount of  $194,000  in favor of Small  Business  Loan
               Source.  The loan bears  interest at the rate of 12.25% per annum
               and is payable  over a term of 25 years.  The  property is in the
               opinion of AmeriCom's management adequately covered by insurance.

               Management  believes  the current  facility  to be  adequate  for
               anticipated  growth  through  the 2003  fiscal  year.  Management
               cannot,  however,  guarantee  that  the  square  footage  will be
               sufficient for all production operations. Additional construction
               or  additional  leased space could be  required,  either of which
               could result in additional unanticipated expense.

Sales Offices: AmeriCom leases field sales offices in Orlando,  Florida,  and is
               considering  opening satellite sales offices in the Tampa Bay and
               Boca Raton,  Florida areas within the year 2001. Rental costs for
               such additional space is expected to be minimized  through use of
               "office  suite" type space that can be expanded if  justified  by
               sales  volume.  If  sales  volume  becomes  substantial  it could
               require  considerably  more square footage in leased office space
               than has been projected.

                                       23

<PAGE>



Foreign Locations:

               AmeriCom  does not  have  any  material  portion  of its  assets,
               operations  or customers  located  outside of the United  States.
               Substantially  all of  AmeriCom's  revenues  are  from  customers
               within the United  States,  where all of AmeriCom's  services are
               provided.


                            ITEM 3: LEGAL PROCEEDINGS

HOLDING COMPANY LEVEL

     Our  company is not aware of any legal  proceeding  pending  or  threatened
against it or any of its subsidiaries that either alone or cumulatively with all
other pending or threatened proceedings, if any, would have a material impact on
our  company's  business  or  that  of  any of its  subsidiaries.  However,  our
company's  subsidiaries  may become parties to litigation  either as defendants,
plaintiffs or interested parties, in the ordinary course of business,  from time
to time.

OPERATING SUBSIDIARIES

Lorilei

     To the  best of our  company's  knowledge,  Lorilei  is not a party  to any
pending legal proceedings. However:

*        Lorilei declined to pay $21,420 to Home and Garden Television  ("HGTV")
         pending  confirmation  of sums due based on Mr.  and Mrs.  Cunningham's
         assertions  that  advertising  time slots  purchased were not provided.
         Because of the departure of Mr. and Mrs.  Cunningham,  the viability of
         their  assertions  cannot be verified and Lorilei has  received  demand
         letters from HGTV's attorneys.

*        On June 28, 2000, Sheryl Wolf, an employee of Lorilei resigned alleging
         that she had not received compensation she had been promised by Mr. and
         Mrs. Cunningham and Lorilei received correspondence from an attorney on
         behalf of Ms. Wolf demanding  payment,  which was answered by attorneys
         for Lorilei  denying any  liability.  As a material  subsequent  event,
         because of the  departure  of Mr.  and Mrs.  Cunningham,  Ms.  Wolf has
         agreed to provide services to AmeriCom comparable to those she provided
         to Lorilei, but under an independent  contractor rather than employment
         basis,  consequently,  AmeriCom's  management  believes  that  there is
         little if any likelihood of litigation.

*         Since their  resignation  from  Lorilei,  Mr.  Cunningham  retained an
          attorney  who  demanded  that  Lorilei pay Mr.  Cunningham  two weeks'
          salary which Mr.  Cunningham  claims was not paid.  Lorilei  responded
          asserting that Mr. and Mrs.  Cunningham breached both their employment
          agreement   and  the   acquisition   agreement  by  resigning   almost
          immediately  after closing on the  acquisition  of Lorilei and are not
          entitled  to  anything.   Rather,  our  company's  current  management
          believes that it should pursue claims against Mr. and Mrs.  Cunningham
          as a result of their  refusal  to honor the terms of their  employment
          agreements which were an essential  element of their obligations under
          the acquisition agreement.  Mr. and Mrs. Cunningham subsequently filed
          for  protection  from  creditors  under Chapter 7 of the United States
          Bankruptcy Code and our company plans to assert claims against them in
          that forum.

     Because of the resignation of Mr. and Mrs. Cunningham,  their apparent move
to California and their decision to file for personal bankruptcy,  our company's
management  was concerned  that Lorilei  might have been subject to  undisclosed
liabilities,  although it has no  tangible  evidence to that effect and has been
assured to the contrary by Lorilei's vice president of finance, who now performs
such role for  AmeriCom.  In order to  eliminate  any  danger  that  undisclosed
liabilities could detrimentally  affect our company's investment in Lorilei, our
company terminated its operations and assigned all of its personnel,  assets and
operations to AmeriCom,  a new Florida  subsidiary  organized by our company for
such purpose. Record title to certain of the assets will remain in Lorilei until
required consents are obtained,  however, such assets will be held by Lorilei as
trustee for AmeriCom.  AmeriCom agreed,  in consideration  for the assignment of
Lorilei's assets, to make the mortgage,  equipment lease and financing  payments
disclosed  in exhibits to the  acquisition  agreement  as well as to repay funds
loaned to Lorilei by our company. AmeriCom intends to refinance such liabilities
at such time as its operating results, as reflected in its financial statements,
justify the required  loans,  on competitive  terms,  from one or more financial
institutions.

                                       24

<PAGE>



WRI

     WRI's  management  has not advised our company of any pending or  potential
litigation.

                ITEM 4: SUBMISSION OF MATTERS TO SECURITY HOLDERS

     The response to this item is  incorporated  by reference to the response to
Item 4 of our  company's  report on Form 10-KSB/A for the fiscal year ended June
30, 1999, as permitted by Commission Rule 12b-23.


                                     PART II

        ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

     Our company's common stock started trading in the  over-the-counter  market
in 1964, however,  until November 18, 1998, there had been no established public
trading market for many years. Consequently, information regarding quotations of
bid and asked prices for the common stock was not available during 1996 or 1997.
Our company's common stock resumed trading in the over the counter market during
November of 1998 and bid,  offer and  transaction  report  prices are  available
through the electronic  bulletin board operated (but not a part of) the National
Association of Securities Dealers,  Inc.'s,  NASDAQ, Inc.,  subsidiary (the "OTC
Bulletin  Board").  During 1998 and most of 1999,  our  company's  common  stock
traded  under the symbol  "ETSY";  however,  after the  acquisition  of American
Internet  during  June of 1999,  our  company  changed  its name and its trading
symbol was changed to "ABUY." The following table indicates the average high and
low bid  prices  as quoted  for our  company's  common  stock at the end of each
calendar  quarter since  quotation was resumed.  The following  over-the-counter
quotations reflect inter-dealer prices,  without retail mark-up,  mark-down,  or
commission, and may not necessarily represent actual transactions.  The range of
the  reported  high and low bid  quotations  have been  derived  primarily  from
information quoted on the OTC Bulletin Board.

                         Closing      Closing         Last Reported
Date                     Bid Price    Offering Price  Transaction Price

December 31, 1998        $0.625       $0.1875          $0.125 (December 1, 1998)
March 31, 1999           $0.25        $0.50            $0.25
June 30, 1999            $1.50        $1.50            $1.50
September 30, 1999       $1.50        $1.72            $1.50
December 28, 1999        $1.22        $1.31            $1.31
March 31, 2000           $1.875       $2.00            $2.00
June 30, 2000            $0.59        $0.78            $0.78

     As of August 31, 2000, 17 NASD member firms were listed as market makers in
our company's common stock: [Knight Trimark, Inc.; Sharpe Capital, Inc.; Herzog,
Heine,  GeDulo,  Inc.; Hill,  Thompson Magid & Co., Inc.;  Equitrade  Securities
Corp.;  Wien,  Inc.; J.  Alexander  Securities,  Inc.;  Olson Payne & Co.; North
American Institutional  Brokers;  Schwab Capital Markets, L.P.; Spenser Edwards,
Inc.;  Paragon Capital Corp.;  Weckstein & Co., Inc.; Program Trading Corp.; GVR
Company; Glenn Michael Financial,  Inc.; and, Fleet Trading, a division of Fleet
Securities Incorporated]

AMOUNT OF COMMON EQUITY SUBJECT TO OUTSTANDING  OPTIONS OR WARRANTS TO PURCHASE,
OR SECURITIES CONVERTIBLE INTO, COMMON EQUITY OF OUR COMPANY

     As of August 31, 2000, our company had 4,796,675 shares of its common stock
reserved  for  issuance  in  conjunction  with  current   obligations  to  issue
additional  shares  and in the event  that  currently  outstanding  options  and
warrants are exercised.  The following  table provides  summary data  concerning
such obligations.  Notes to all of the tables in this section (MARKET FOR COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS) follow the last table:


                                       25

<PAGE>

<TABLE>
<S>                          <C>                       <C>                              <C>

                                                                                        Number of Shares
                                                                                        of Common Stock
Designation or Holder      Nature of the Security    Exercise or Conversion Price       Currently Reserved
Yankees                    Option (4)                (4)                                2,157,733 (4)
Stock Plan                 Options                   (5)                                2,000,000
Michael Caputa             (6)                       (6)                                150,000
Former Trilogy
         Stockholders      Warrants & Options(7)     $0.75 per share                    338,942
Debra Elenson &
Jonathan Eichner           Warrants(8)               $0.75 per share                    150,000

</TABLE>

AMOUNT OF OUR  COMPANY'S  COMMON  EQUITY THAT COULD BE SOLD PURSUANT TO RULE 144
UNDER THE SECURITIES ACT

     As of August 31, 2000, 12,465,172 shares of our company's common stock were
outstanding, of which:

         *        3,968,221 are recognized as free trading by our company;

         *        8,496,951  have been issued since 1964  pursuant to exemptions
                  from registration and are thus restricted securities,  some of
                  which are eligible for resale under Commission Rule 144 ("Rule
                  144").

     Of the 8,496,951  shares that our company has instructed its transfer agent
to treat as restricted:

         *        4,732,041   were   issued   prior  to  June  30,   1999,   and
                  consequently, may currently be sold under Rule 144, subject to
                  Rule 144's volume limitations,  notice, public information and
                  manner of sale  conditions.  The volume  limitations  restrict
                  quantities  sold over 90 day  periods to the  greater of 1% of
                  the total  outstanding  common  stock,  or the average  weekly
                  trading volume during the four week period preceding the sale;

         *        876,409  were  issued  to  persons  that do not  appear  to be
                  affiliates  of  our  company  prior  to  June  30,  1998,  and
                  consequently  may be  sold  by  holders  that  have  not  been
                  affiliates  of our  company  for a period of at least 90 days,
                  under the more liberal  provisions of  Commission  Rule 144(k)
                  ("Rule  144[k]"),  which  dispense  with  the  volume,  public
                  information and manner of sale conditions.

     In addition to the foregoing, during the twelve month period ending on June
30, 2001, an additional 3,764,910 shares of our company's currently  outstanding
common stock will become  eligible for resale under the provisions of Commission
Rule 144,  subject to the  limitations  on quantities  sold over 90 day periods,
notice,  public  information.

AMOUNT OF COMMON  EQUITY  THAT OUR  COMPANY  HAS  AGREED TO  REGISTER  UNDER THE
SECURITIES ACT FOR SALE BY SECURITY HOLDERS

     Except as disclosed below with reference to Yankees, as of August 31, 2000,
our company had not agreed to register any shares of its common stock.  However,
our company has agreed to include  approximately  617,000 currently  outstanding
shares of its  common  stock in any  registration  statements  it files with the
Commission  for which they are  eligible  (commonly  referred  to as "piggy back
registration  rights").  The exercise term for the Yankees'  options  expires 45
days following the effective  date of their  registration  with the  Commission.
Yankees  has been  granted  demand  registration  rights with  reference  to its
options;  however,  Yankees has advised our company that its options need not be
included in any currently  contemplated  registration  statements  since Yankees
does not have any present intent to sell the underlying securities.

                                       26

<PAGE>



AMOUNT OF COMMON  EQUITY THAT OUR COMPANY IS  CONSIDERING  PUBLICLY  OFFERING OR
PRIVATELY  PLACING DURING THE YEAR ENDING JUNE 30, 2001, OTHER THAN SHARES TO BE
ISSUED PURSUANT TO AN EMPLOYEE BENEFIT PLAN OR DIVIDEND  REINVESTMENT PLAN), THE
OFFERING  OF WHICH  COULD  HAVE A  MATERIAL  EFFECT ON THE  MARKET  PRICE OF OUR
COMPANY'S COMMON EQUITY.

     Our company is  currently  contemplating  the sale of up to  $7,000,000  in
shares  of its  common  stock  in  order  to  provide  capital  to  its  current
subsidiaries  and to other companies that it may acquire in the future.  Some of
those shares may be offered and  subscribed for prior to September 30, 2000. Our
company  currently  anticipates  that between  $1,000,000  to  $2,000,000 of the
$7,000,000  in shares of its common stock will be privately  placed and that the
balance will be offered publicly.  The offering price will be tied to the market
price at the time of offering except for small discounts if a rights offering to
existing  stockholders  is  involved,   somewhat  larger  discounts  for  shares
privately  placed and material  discounts if the shares are purchased by Yankees
in the event other potential subscribers are not available.  Our company cannot,
however,  currently provide any realistic  estimates as to what such prices will
be since they will depend on market conditions,  our company's success in making
profitable  acquisitions that appeal to the investing public,  and other factors
beyond our company's control.

HOLDERS OF OUR COMPANY'S COMMON STOCK

     The number of record holders of our company's common stock, $0.01 par value
(its sole  class of common  equity)  as of the close of  business  on August 31,
2000, was  approximately  2,280.  Approximately  73 holders are securities firms
holding  customer  securities  in street  name,  approximately  representing  an
additional 1,500 beneficial  stockholders.  Consequently,  our company estimates
that it currently has approximately 3,783 stockholders.

DIVIDENDS

     Our company has not declared any  dividends on our  company's  common stock
and do not  expect  to do so at any time in the  foreseeable  future.  There are
currently no restrictions on our company's  ability to declare  dividends in the
future,  other  than  restrictions   applicable  to  all  Delaware  corporations
involving  the source of funds for payment of dividends and their effects on our
company's  solvency.  In the future,  our  company may use loans from  financial
institutions for  acquisitions  and  development.  If it does, it is likely that
such institutions  would require  restrictions on the payment of dividends based
on traditional  financial  ratios  designed to predict our company's  ability to
repay such loans.  However, no specific  predictions as to any such restrictions
can be made at this time.

     Our  company's  consulting  activities  may result in the  distribution  of
shares of other issuer's common to our company's stockholders. To date, only one
issuer  has agreed to do so and it is  anticipated  that  approximately  500,000
shares  of the  common  stock  of  Funds  America  Finance  Corporation  will be
distributed  to the  stockholders  of our  company,  as  reflected  on its stock
transfer  records as of June 17, 1999,  subject to the condition  precedent that
they first be registered under the Securities Act. A registration  statement has
been filed and is pending resolution of Commission comments.

RECENT SALES OF UNREGISTERED SECURITIES

     During the last three years,  our company  issued  8,631,524  shares of its
common  stock,  options or warrants to purchase  6,585,653  shares of its common
stock, of which 1,258,980 have either been exercised, expired or terminated and,
78,833  shares of its Class A Preferred  Stock.  Details of such  issuances  are
contained  in our  company's  report on Form  10-KSB for the year ended June 30,
1999 and in its reports on Form 10-QSB for the calendar  quarter ended September
30, 1999,  December 31, 1999 and March 31, 2000. As permitted by Commission Rule
12b-23,  such  information is incorporated by reference  herein.  Since April 1,
2000,  our  company has issued the  securities  listed in the  following  tables
without registration under the Securities Act in reliance on the exemptions from
registration requirements cited. Footnotes for all tables follow the last table.


                                       27

<PAGE>

Common Stock:
<TABLE>
<S>                 <C>               <C>                    <C>                <C>             <C>

                  Amount of                                   Total             Total            Registration
                  Securities                                  Offering          Discounts        Exemption
Date              Sold              Subscriber                Consideration     or Commissions   Relied on
----              -----             ----------                -------------     --------------   ---------

April 8           200,000           Palmair, Inc.             $4,000(9)         None             (1)
May 11            377,099           Mr. & Mrs. Cunningham     (10)              (10)             (1)
May 11            114,504           Yankees, as escrow agent  (10)              (10)             (1)
May 11            80,916            Bruce Brashear, Esquire   (10)              (10)             (1)
May 11            19,542            Yankees                   (10)              (10)             (1)
May 11            9,427             Michael D. Umile          (10)              (10)             (1)
May 11            9,427             J. Bruce Gleason          (10)              (10)             (1)
May 11            8,869             George Franjola           (10)              (10)             (1)
May 11            4,987             K. Walker Ltd.            (10)              (10)             (1)
May 11            5,000             Lawrence R. Van Etten     (10)              (10)             (1)
May 16            200,000           K. Walker Ltd.            $50,000           None             (2)
May 16            16,667            K. Walker Ltd.            $10,000.20        None             (2)
May 31            200,000           Xcel Associates, Inc.     (11)              (11)             (2)
June 5            56,000            Yankees                   $7,000            (3)              (2)
June 5            50,000            George Franjola           $12,500           None             (2)
June 5            50,000            John Franjola             $12,500           None             (2)
June 5            28,000            Lawrence R. Van Etten     $7,000            None             (2)
June 5            28,000            Linda Van Etten           $7,000            None             (2)
June 30           700,000           Yankees                   (12)              (12)             (2)
June 30           50,000            Lawrence R. Van Etten     (12)              (12)             (2)
June 30           9,000             George Franjola           (12)              (12)             (2)
June 30           20,000            Coast to Coast Realty     (12)              (12)             (2)
June 30           5,000             Vanessa H. Lindsey        (12)              (12)             (2)
June 30           2,000             Nancy Molinari            (12)              (12)             (2)
June 30           2,000             Sally Stoberg             (12)              (12)             (2)

</TABLE>

Convertible Securities
Options & Warrants:

<TABLE>
<S>                <C>               <C>                        <C>              <C>               <C>
                  Amount of                                   Total             Terms of         Registration
                  Securities                                  Offering          Conversion       Exemption
Date              Sold              Subscriber                Consideration     or Exercise      Relied on
1999:
August 19         100,000           Michael H. Jordan         $69,000           $0.69 per share  (2)
October 26        50,000            Saul B. Lipson            $53,125           $1.0625 per share(2)
November 11       15,000            Vanessa H. Lindsey        $19,200           $1.28 per share  (2)
2000:
March 6`          100,000           Debra Elenson             (8)               $0.75            (2)
March 6           50,000            Jonathan Eichner          (8)               $0.75            (2)
March 8           (5)               Stock Option Plan         (5)               (5)              (2)
March 12          5,000             G. Richard Chamberlin     (13)              $1.50            (2)
May 22            100,000           Lawrence R. Van Etten     $56,000           $0.56            (2)
May 22            50,000            Lawrence R. Van Etten     $30,000           $0.60            (2)
May 26            50,000            David K. Cantley          $28,125           $0.5625          (2)

Class A Preferred Stock:
                  Amount of                                   Total             Terms of         Registration
                  Securities                                  Offering          Conversion       Exemption
Date              Sold              Subscriber                Consideration     or Exercise      Relied on
2000:
July 3            6,000             Bolina Trading Corp.      $30,000           $5.00            (2)
July 7            3,600             Bolina Trading Corp.      $18,000           $5.00            (2)
July 27           8,000             Bolina Trading Corp.      $40,000           $5.00            (2)
August 15         46,000            Yankees                   $115,000(14)      $2.50(14)        (2)
August 15         3,393             K. Walker LTD             $16,965(15)       $5.00 (15)       (2)
September 30      11,480            Palmair, Inc.             $29,600           $2.50            (2)

</TABLE>


                                       28

<PAGE>


Notes to All Tables

(1)      Section 4(2) of the  Securities  Act. In each case,  the subscriber was
         required to represent  that the shares were  purchased  for  investment
         purposes,  the certificates were legended to prevent transfer except in
         compliance  with  applicable laws and the transfer agent was instructed
         not to permit transfers unless directed to do so by our company,  after
         approval  by its  legal  counsel.  In  addition,  each  subscriber  was
         directed to review our company's  filings with the Commission under the
         Exchange Act and was provided  with access to our  company's  officers,
         directors, books and records, in order to obtain required information.

(2)      Section 4(6) of the  Securities  Act. In each case,  the subscriber was
         required to represent  that the shares were  purchased  for  investment
         purposes,  the certificates were legended to prevent transfer except in
         compliance  with  applicable laws and the transfer agent was instructed
         not to permit transfers unless directed to do so by our company,  after
         approval by its legal counsel.  Each  subscriber was directed to review
         our company's  filings with the  Commission  under the Exchange Act and
         was provided with access to our company's  officers,  directors,  books
         and records,  in order to obtain  required  information;  and, a Form D
         reporting the transaction was filed with the Commission.

(3)      No commissions or discounts were paid to anyone in conjunction with the
         sale  of  the  foregoing  securities,  except  that  Yankees  exercised
         preferential  subscription  rights  granted by our  company in Yankees'
         consulting  agreement or that it may be entitled to compensation  based
         on the terms of its consulting agreement with our company.

(4)      Option to purchase  12.5% of our  company's  outstanding  and  reserved
         capital stock (including all securities convertible into capital stock)
         outstanding or reserved, measured immediately following exercise of the
         option,  in consideration  for an aggregate of $90,000.  The option was
         originally  granted  during  November  of 1998 and  covered  10% of our
         company's  outstanding or reserved common stock only, with the exercise
         price  being  $60,000.  It was  granted as a portion  of  consideration
         granted to Yankees under its consulting  agreement with our company, in
         exchange for Yankees agreement to forego hourly and document  licensing
         fees for a period of 365 days.  During  November  of 1999,  our company
         requested that the consulting  agreement be  renegotiated to extend for
         another year the waiver of Yankees' hourly and document  licensing fees
         and in conjunction with the resulting amendment, the current terms were
         adopted. The amendment was disclosed in a report on Commission Form 8-K
         filed by our  company  on  December  16,  1999.  The  number  of shares
         issuable  cannot be determined  with  certainty,  The  transaction  and
         option  agreement are more fully  described in our company's  report on
         Form 10-QSB for the quarter ended  September 30, 1998,  its Form 10-KSB
         for the years ended December 31, 1998 and June 30, 1999, and the report
         on Form 8-K filed on December 16, 1999.  For purposes of these  tables,
         it has been assumed that the option will cover  2,500,000  shares since
         only  20,000,000  shares of common stock are authorized;  however,  the
         number may be different  based on the actual number of outstanding  and
         reserved shares of capital stock.

(5)      Non-qualified  stock options and incentive stock options,  the terms of
         which,  including price,  will be determined  prior to issuance.  It is
         anticipated  that the exercise price will be 85% or greater of the last
         transaction   price  reported  on  the  OTC  Bulletin  Board  or  other
         designated  quotation  medium on the date of grant. Our company's stock
         plan was approved by our company's board of directors on August 5, 1999
         and ratified by the holders of a majority of our company's  outstanding
         common stock by a written consent in lieu of special meeting on October
         8,  1999.  The  stock  plan was  described  in  detail in Item 5 of our
         company's  report on Form 8-K filed with the Commission on September 9,
         1999. On March 8, 2000 the plan was amended from 1,000,000 to 2,000,000
         shares. At our company's annual meeting,  stockholders will be asked to
         ratify the plan and to adopt a similar  plan for the fiscal year ending
         on June 30, 2001.


                                       29

<PAGE>

(6)      Option  permitting  him to acquire  between 70% to 80% of WRI's  common
         stock (see "Item 1, Part 1, Description of Business- the Acquisition of
         Wriwebs.com, Inc.").

(7)      Represents the shares issuable to former Trilogy stockholders  pursuant
         to the terms of its ten year incentive  stock options  (90,667  shares)
         issued  to  Trilogy  employees  and  consultants  and five  year  stock
         purchase warrants issued to Trilogy investors  (248,273 shares),  which
         were  converted  into the right to  purchase  shares  of our  company's
         common stock on a three  options or warrants  for one share  basis,  at
         $0.75 per share.

(8)      Represents  shares  reserved for issuance upon exercise of common stock
         purchase   warrants   granted  to  two   stockholders   who   regularly
         participated in private  placements of our company's  securities during
         the current  fiscal year.  The warrants  are  exercisable  at $0.75 per
         share and were issued on March 6, 2000.

(9)       On December 11, 1998, Mr. Scimeca received options to purchase 200,000
          shares of our company's  common stock,  at an exercise  price of $0.02
          per share as his only  compensation  from our company for  services in
          all  capacities.  Mr.  Scimeca  transferred  all of his  rights to our
          company's  securities,  including  those  reflected in this table,  to
          Palmair, Inc., a Bahamian corporation, with an address at 55 Frederick
          Street,   Box   CB-13039;   Nassau,   Bahamas   ("Palmair").   Chrisje
          Gentis-VerMeulen,  an  individual  with  an  address  at  Brouwrij  8;
          Breukelen (UTR) 3621, The  Netherlands  ("Ms.  Gentis-VerMeulen"),  is
          listed as the record  stockholder and director of Palmair.  The option
          was exercised by Palmair, Inc. on April 8, 2000.

(10)     Shares of  common  stock  issued to Gerald A. and Leigh A.  Cunningham,
         former  stockholders of Lorilei who were officers or directors thereof,
         in exchange for their  Lorilei  shares and to Yankees and its designees
         pursuant to the terms of its  consulting  agreement with our company in
         consideration  for its role in arranging the acquisition.  A portion of
         the shares are being held by Yankees as escrow agent  (114,504  shares)
         and by Bruce Brashear, Esquire as escrow agent (80,916 shares).

(11)     On May 31, 2000, our company  entered into a settlement  agreement with
         Xcel Associates,  Inc. A copy of the settlement  agreement was filed as
         an exhibit to a current report on Form 8-K filed with the Commission on
         June 15, 2000, and is  incorporated  by reference as an exhibit to this
         report, as permitted by Commission Rule 12b-23 (see "Part III, Item 13,
         Exhibits and Reports on Form 8-K").

(12)     At the issuers request,  Yankees converted $98,5000 of debt to equity (
         a total of 788,000  shares of common  stock ). A portion of the 788,000
         shares received by Yankees was given to persons by Yankees.

(13)     Represents an option to purchase  5,000 shares of our company's  common
         stock at $1.50 per share  granted to G.  Richard  Chamberlin,  Esquire,
         then our company's  general counsel,  for legal services in conjunction
         with the acquisition of Vista.

(14)      At the issuers request, Yankees converted $115,000 of debt to equity
         (a total of 46,000 shares of preferred stock).

(15)      At the issuers request,  K. Walker converted $16,965 of debt to equity
          (a total of 3,393 shares of preferred stock).

Preferred Stock:

     Our company is authorized  to issue  5,000,000  shares of preferred  stock,
$0.01 par value,  the  attributes of which are to be determined by our company's
board of directors prior to issuance,  on a case by case basis.  Pursuant to the
provisions of Section 151(g) of the Delaware General  Corporation Law, our board
of directors  authorized the creation of a class of preferred  stock  designated
the Class A Preferred Stock with the following attributes:

Amount designated:         500,000 shares.

Dividends:                 The  holders  of  shares of the  Preferred  Stock are
                           entitled to receive, out of the assets of our company
                           legally available therefore, and as and when declared
                           by our  company's  board of  directors,  dividends of
                           every  kind  declared  and  paid  to  holders  of our
                           company's  common  stock,  at a rate per share twenty
                           times  that  paid per  share of  common  stock.  Each
                           dividend  will be paid to the  holders  of  record of
                           shares of the Class A Preferred Stock as they appear
                           on the stock  register of our company on the last day
                           of the month next preceding the payment date thereof.


                                       30

<PAGE>
Conversion:                The holders of shares of the Class A Preferred  Stock
                           will have the right, at their option,  to convert all
                           or any part of such  shares  into  shares  of  common
                           stock of our  company  at any time on and  subject to
                           the following terms and conditions:

                           The shares of Class A Preferred Stock are convertible
                           at the  office  of  transfer  agent  for the  Class A
                           Preferred Stock (the "Transfer  Agent"),  and at such
                           other place or places, if any, as our company's board
                           of  directors  may  designate,  into  fully  paid and
                           non-assessable   shares   (calculated   as  to   each
                           conversion  to the  nearest  1/100th  of a share)  of
                           common stock.

                           The number of shares of common  stock  issuable  upon
                           conversion  of each  share of the  Class A  Preferred
                           Stock will be equal to the greater of:

                           (1)      Twenty  shares  of  common  stock  (the "Set
                                    Conversion Rate"); or

                           (2)      The   number  of  shares  of  common   stock
                                    obtained  by  dividing  the  gross  price at
                                    which the  preferred  shares  were issued by
                                    our company (the "Issuance Price") by 80% of
                                    the closing price for our  company's  common
                                    stock,  as  reported  on  the  public  stock
                                    market  or  securities   exchange  (in  both
                                    cases,  registered as such by the Commission
                                    having the highest average trading volume in
                                    our  company's  securities  (for purposes of
                                    illustration,     the    following,    being
                                    acceptable: The New York Stock Exchange, the
                                    NASDAQ  Stock  Market,  the  American  Stock
                                    Exchange, the OTC Bulletin Board operated by
                                    the  NASD,   the   Electronic   Pink  Sheets
                                    operated  by the  National  Daily  Quotation
                                    System,  Inc.),  on the  day the  notice  of
                                    conversion   provided   to  our  company  is
                                    executed   and  dated  by  the  holder  with
                                    medallion  signature  guarantee (the "Market
                                    Conversion Rate").

Adjustments:        The Set Conversion  Rate in effect at any time is subject to
                    adjustment designed to prevent dilution.

Liquidation rights. In the event of any liquidation or dissolution or winding up
                    of our company, voluntary or involuntary, the holders of the
                    Class A Preferred Stock are entitled to receive,  subject to
                    the rights of any other class of stock which ranks senior to
                    the Class A Preferred  Stock as to distribution of assets on
                    liquidation,  but  before  any  distribution  is made on any
                    class of stock ranking junior to the Class A Preferred Stock
                    as to the payment of dividends or the distribution of assets
                    (including,  without limitation, our company's common stock,
                    a sum per  share of  Class A  Preferred  Stock  equal to the
                    Issuance Price per share.

Voting Rights:      The Class A  Preferred  Stock will  entitle  its  holders to
                    twenty  votes for every  share  held on terms  identical  to
                    those of holders  of twenty  shares of common  stock,  or if
                    there is more  than one  class or  series  of  common  stock
                    outstanding,  equal to  twenty  votes by those of  shares of
                    common stock having the greatest voting rights per share.

     A certificate of designation creating the Class A Preferred Stock was filed
with the State of Delaware on July 3, 2000.  As of September  30,  2000,  78,833
shares of the Class A Preferred Stock have been issued,  in each case relying on
the exemption  from  registration  requirements  imposed by the  Securities  Act
pursuant to Section 4(6) thereof. The foregoing summary information is qualified
in its entirety by reference to the certificate of designation,  a copy of which
has been filed as an exhibit to this report, see Part III, Item 13(a),  Exhibits
Called for by Item 601 of Regulation SB.


       ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

Our Company's Target Market

     Our company believes that small to mid sized  businesses and  organizations
(including   departments  of  larger  enterprises)  are  increasingly  demanding
one-stop  Internet  solutions due to the  difficulty and expense of managing and
integrating  the products and services of multiple  vendors,  using  continually
changing  technology.  If our company becomes a total solution  provider through
acquisition of the required  component  companies our company's  clients will be
able to  capitalize  on the wide  variety of  technological  opportunities  made
possible by the Internet.  Such capability would permit our company's  customers
to use our company's  multi-disciplinary  technology and business services on an
as-needed basis or as part of a custom-designed one-stop package.


                                       31

<PAGE>



     When our company's current strategic plan is implemented it will be able to
offer a powerful blend of solutions and services to its clients, giving them the
ability  to  maximize  their  Internet  and  computer  network   investments  by
integrating  all of the tools and services  necessary to fully  implement  their
solutions. Our company's core services will include programming and applications
development; network services; Internet consulting and training; Internet access
services;  including wireless access; web-site hosting; Internet advertising and
marketing solutions geared to emerging  technologies;  international  telephony;
and,  research and  development of cutting edge  communications  solutions.  Our
company intends to provide its clients with  custom-tailored  solutions based on
flexibility  and  willingness  to consult and work with them rather than forcing
them  to use  pre-defined  methodologies  and  solutions.  While  our  company's
approach will be more  expensive than the many generic,  pre-packaged  solutions
available,  they will  specifically  address  all  aspects of  clients  specific
requirements in the manner best suited to a client's unique needs and goals. Our
company believes that by making its clients more competitive, its solutions will
prove to be not only cost effective, but more profitable alternatives.

Our Company's Strategic Objective

         Our company's strategic objectives are:

*        To become a total solutions  provider of Internet services to consumers
         and small to mid sized businesses and organizations, including not only
         technical and software  solutions,  but a full range of  communications
         services,  including  state  of  the  art  nationwide  advertising  and
         marketing services geared to emerging technologies; and

*        To acquire or develop and then market state of the art Internet related
         services and products.

     Our  company is  attaining  its goals  through  internal  initiatives,  the
acquisition  of  complementary  businesses  and  the  recruitment  of  promising
personnel from businesses where potential for immediate growth is curtailed.  To
achieve these objectives our company's strategy is to offer existing  businesses
that require  expansion  capital an opportunity to become members in a federated
corporate  model,  where,  subject to meeting business plans and projections and
compliance  with  corporate  standards,  subsidiaries  are  granted  substantial
management  independence and access to centralized  resources involving capital,
legal and auditing services and coordinated strategic planning. In addition, our
company  intends to recruit  individuals  with special talents and abilities who
are  dissatisfied  with their  existing  positions in leading edge companies and
either assign them to existing subsidiaries,  or, in appropriate  circumstances,
develop new subsidiaries or divisions based on their special expertise.

PLAN OF OPERATION

General

     Our company is currently a holding company with one affiliate, Wriwebs.com,
Inc. ("WRI") (formerly known as American Internet Technical Center, Inc.), and a
wholly owned operating subsidiary AmeriNet Communications, Inc. In addition, our
company  retains a 19% equity  interest in Trilogy and a 19% equity  interest in
Vista.  Our company is also  negotiating  to acquire the domestic  operations of
WeCU, Ltd., a Panamanian  corporation,  see "Strategic Transactions and Domestic
Operations of WeCU, Ltd.".

     As  a  holding  company,   our  company  provides  its  subsidiaries   with
centralized  functions  such  as  accounting,   legal,  auditing  and  reporting
services.  At the  beginning of the current  fiscal year our  company's  plan of
operation  was to  acquire  operating  companies  that  could  benefit  from our
company's  public  reporting  and trading  status,  from the  experience  of our
company's  directors,   and  from  economies  resulting  from  consolidation  of
non-operating  aspects of their  business  at the  holding  company  level.  The
companies  targeted for acquisition  were those that our company  believed would
create synergy with existing  subsidiaries,  enhancing each others profitability
and permitting  each  subsidiary to concentrate on the continued  development of
its core business without the distractions  inherent in operating  independently
in a highly regulatory environment.


                                       32

<PAGE>



Strategic Transactions

     Since the  beginning  of the fiscal  year  starting  on July 1,  1999,  our
company;

*        Restructured its transaction with American Internet, recovering most of
         the securities issued in exchange for American Internet's capital stock
         and  terminating  all  rights  to  additional  consideration.  It  then
         acquired  WRI  through a merger with  American  Internet  which  became
         effective on November 12, 1999.

*        Provided its affiliate  WRI with  $100,000 in expansion  capital at the
         closing of the merger with American Internet and an additional $111,515
         as of the date of this report.  Our company  anticipated  providing WRI
         with up to an  additional  $88,485  prior to June 30,  2000  subject to
         WRI's compliance with its obligations under its acquisition  agreement;
         however,  additional  funding was not provided because of WRI's failure
         to  perform  as  represented  and due to issues  concerning  the Caputa
         option that have not been  resolved.  Our company  does not  anticipate
         providing additional funding to WRI in the foreseeable future.

     On  December  1, 1999 our company  acquired a second  subsidiary,  Trilogy.
Based  upon the  business  plan and  pro-forma  income and  expense  projections
provided  to our  company  by  Trilogy's  management,  our  company  anticipated
providing  up to  $900,000  in  expansion  capital to Trilogy by June 30,  2000.
$250,000  was  provided  at the  closing of the  acquisition  and an  additional
$422,015 was provided  through May 5, 2000 for total funding as of June 30, 2000
of $672,015. On May 15, 2000, Yankees, our company's primary lender and provider
of  investment  capital,   advised  our  company  that  it  was  suspending  the
availability of capital for use by Trilogy based upon Trilogy's  failure to meet
its  projections  and its  continued  lack of  progress  towards  profitability.
Yankees  recommended  that our company  spin off Trilogy by June 30,  2000.  Our
company  decided  not to seek  alternative  sources of capital  for  Trilogy and
entered into a superseder & exchange  agreement,  effective as of June 30, 2000,
pursuant to which our company's loans to Trilogy were extinguished, 1,051,726 of
the  1,817,273  shares of our company's  common stock issued to acquire  Trilogy
were  returned by Trilogy's  founders,  new  investors  agreed to make an equity
investment in Trilogy of at least $300,000 and our company retained a 19% equity
interest.

     On March 13, 2000,  our company  acquired a third  subsidiary,  Vista.  The
acquisition involved an exchange of 220,000 shares of our company's common stock
with Vista's stockholders; the issuance of 66,667 shares of our company's common
stock to a creditor of Vista for the  conversion of a loan due from Vista in the
amount of $180,000 and the  issuance of 22,000  shares of our  company's  common
stock to Yankees and parties  instrumental in arranging the acquisition.  At the
closing of the acquisition our company  provided initial funding to Vista in the
amount  of  $125,000.  Our  company  anticipated  Vista's  need  for  additional
expansion capital and planned to invest up to an additional $525,000. Subsequent
to the closing our company  provided an additional  $10,265 to Vista for a total
funding as of June 30, 2000, of $135,265;  however,  it then discovered that the
financial  statements  provided by Vista did not accurately  reflect Vista's net
worth or its historical profitability.  Based upon operating results for the two
months following the acquisition it was also our company's  opinion that the pro
forma  projections of future earnings  presented by Vista's  management had been
overstated  and that its  ability to reach its  projected  goals were  doubtful.
Based on this  information,  Yankees  advised our company that it was suspending
the  availability  of  capital  for  use  by  Vista  and  recommended  that  the
acquisition of Vista be rescinded.  Our company accepted Yankees  recommendation
and initiated  negotiations  for rescission of the  acquisition.  The rescission
provided that all stock issued to former Vista  stockholders and Vista creditors
be  returned  to our  company,  that our  company  return the Vista stock it had
acquired and that the $135,265 loan due our company from Vista be converted into
a 19% equity interest in Vista. The agreement was finalized on June 30, 2000.

     On May 11, 2000 our company acquired Lorilei . Lorilei's  capital stock was
acquired  in  exchange  for  572,519  shares  of  our  company's  common  stock.
Additionally,  57,272 shares of our company's common stock was issued to Yankees
and its assigns pursuant to Yankees' rights, under its consulting agreement with
our  company.  Initial  funding  was  provided  to Lorilei by our company at the
closing of the  acquisition  in the  amount of  $100,000.  At June 30,  2000 our
company had advanced an  additional  $7,000 to Lorilei and at September 28, 2000
had provided a total of $224,000 in funding.

     As a material subsequent event, our company entered into a letter of intent
on August  27,  2000,  modified  on  September  21,  2000,  with WeCU,  Ltd.,  a
Panamanian corporation, and with its United States affiliate, Qubic Development,
Inc., a Florida  corporation,  for the acquisition of $1,500,000 in computer and
communications   hardware  and  all  of  WeCU's  United   States   Internet  and
communications  related operations.  As contemplated at the time this report was
filed  with the  Commission,  the  acquisition  would be  effected  through  the


                                       33

<PAGE>


issuance  of  shares of our  company's  common  stock in an amount  equal to the
audited  value of the WeCU  tangible  assets  acquired  divided  by the  average
closing  price for our  company's  common  stock  during  the ten  trading  days
preceding the closing,  as reported on the overt the counter electronic bulletin
board system  operated by the NASD.  Additional  shares of our company's  common
stock would be issued to WeCU,  Ltd.,  based on the  performance of the acquired
operations  over a period of years,  under  terms still  being  negotiated.  Our
company  would have the  opportunity  of  developing  a number of  domestic  and
international  Internet and  communications  projected  initiated by WeCU, Ltd.,
should it agree to invest the required capital, on a case by case basis. Minimal
anticipated  investment in the WeCU, Ltd. domestic Internet  operations would be
in the $150,000 range to cover operating income  shortfalls during two months in
conjunction with its current  expansion from a regional  Internet company in the
Tampa Bay, Florida area, to a national operation.

Strategic Plan

     During  November of 1998, our company's  management set a goal of acquiring
companies that met the  characteristics set forth below in order to maximize its
profitability and derive value for our company's stockholders:

First:    An Internet infrastructure company capable of providing clients with a
          competitive  presence on the Internet at competitive  prices and which
          could serve as a platform  for the  marketing of goods and services to
          its subscriber base;

Second:   An advertising agency specializing in advertising over the Internet;

Third:    A research and development  subsidiary dedicated to developing cutting
          edge Internet products or services,  recruiting  talented cutting edge
          personnel and providing them with reasonably  affordable  resources to
          permit development of new products and services; and

Fourth:   Companies   marketing   profitable  goods  and  services  through  the
          Internet.

     Our company  believes that the acquisition of Lorilei and WRI  accomplished
major  elements of the first two goals.  The  acquisitions  of Trilogy and Vista
were  designed  to attain the third  goal.  However,  our  company's  management
quickly  perceived  that  the  benefits  of the  anticipated  synergy  were  not
recognized by the financial community and that their capital  requirements,  the
risks  associated with their businesses and, in the case of Vista, its inability
to provide  required  financial  data,  did not  justify  the fiscal  investment
required.  Consequently,  our company  entered into a series of  agreements as a
result of which its interest in Trilogy and Vista was reduced  below 20% and its
obligations to provide  additional  funds and issue  additional  securities were
terminated.

     Our company sought to acquire Custom Software  Systems,  Inc.  ("CSSI") and
iDVDBOX,  Inc.  ("iDVD") in  conjunction  with  attainment of the third goal. It
abandoned the  acquisition  of CSSI when it determined  that,  despite the first
class  quality  of  its  personnel,  its  financial  requirements  presented  an
unacceptable  degree of risk. The  acquisition of iDVD was abandoned based on an
inability to reach mutually acceptable terms. At the suggestion of our company's
new president, our company's board of directors determined to concentrate on the
integration and expansion of its current operating  subsidiaries  rather than on
acquisitions  of new  businesses,  and to develop the research  and  development
goals of its strategic plan through internal development rather than acquisition
of existing  businesses.  That  decision was modified  when the  opportunity  to
acquire the domestic operations of WeCU, Ltd. become available.

     During the balance of the 2001 fiscal year, our company  intends to acquire
the domestic  operations  of WeCU,  Ltd.,  and to integrate and  reorganize  its
operations  in  order  to  minimize  costs,  optimize  operating  and  marketing
efficiency  and best use of available  personnel.  In order to  accomplish  such
goals, our company has re-evaluated its intent to permit subsidiaries to operate
independently, subject to our company's supervision and coordination and intends
to take a more active role in management of AmeriCom, where our company's senior
management has assumed corresponding offices.

     Yankees  has advised our  company  that the most  difficult  aspects of our
company's  strategic  plan  involves  recruitment  and  retention of  competent,
dedicated  personnel and our company's  ability to  adequately  communicate  the
synergistic  benefits  of its  subsidiaries  to the  investment  community.  Our
company's  management  agrees and among the strategic  priorities for the fiscal
year ending on June 30, 2001, it plans to emphasize  personnel  recruitment  and
establishment of ongoing  investment  banking  relationship  with an appropriate
full service  investment  banking  firm,  not only for purposes of providing our
company's  subsidiaries  with expansion  capital,  but also in order to make our
company better known to securities analysts and the investment community.

                                       34

<PAGE>



Funding Requirements

     From June 24, 1999 until  September  26,  2000,  our company  provided  its
subsidiaries with approximately  $1,451,654 in loans for implementation of their
strategic and operating plans. Our company  anticipates that it will be required
to arrange for infusions of capital in  conjunction  with most if not all of the
other  acquisitions that it may undertake in the foreseeable  future. The proper
funding of our company's  subsidiaries  is essential to our  company's  business
success.  While it has been  successful  in meeting its funding  commitments  to
date,  no assurances  can be provided that required  funding will continue to be
available. The absence of required funding in the future would have a materially
detrimental impact on our company's business and the value of its securities.

Operating Subsidiaries

WRI

     WRI's  immediate  objective  is to create a public  presence  through a new
marketing  campaign  designed to increase  sales and hosting of  affordable  web
sites.  Although  there are hundreds of  thousands  of Internet web sites,  many
potential  customers are unaware of the low cost and high yield  potential of an
Internet  presence.  WRI has been able to reach  only a minute  segment  of this
potential market through referrals and direct business-to-business solicitations
and intend to materially expand its market share.

     WRI's  second  objective  is to expand  its  high-end  web  division.  This
division  bills  hourly rates at over  $125.00 per hour,  providing  significant
potential  monthly  billing  revenues.  By assessing the customer's  needs,  WRI
creates  a  custom  designed   virtual  store  built  to  the  customer's  exact
specifications.

     The key to WRI's future success is marketing. WRI needs to reach businesses
and  individuals  who have not  currently  built web  sites,  who would  like to
upgrade their already  existing  sites,  or who are capable and prepared to fund
the  creation  of a first  class  presence  for their  existing  business on the
Internet.

AmeriCom

     AmeriCom's goals pertaining to The Firm Multimedia division's clients is to
provide  high-quality  content  that  creates  demand  for  their  products  and
services;  to offer  candid,  constructive  consultative  advice that results in
increased  sales;  to generate  effective  exposure  (such as commercial  leased
access to cable systems) that is not easily duplicated by potential competitors;
to   anticipate   and   implement   opportunities   made  possible  by  emerging
technologies;  and,  to meet  their  personalized  requirements  in a  creative,
effective, timely and reliable manner.

     AmeriCom intends to expand its sales staff in specialized  market segments,
open  additional  sales  offices in  geographically  targeted  areas and grow by
acquisition of companies it feels are synergistic  with its operations and which
lack its in-house production  capabilities.  In order to increase its own client
generation   capabilities,   AmeriCom  intends  to  recruit  professional  sales
personnel  to  operate  from  AmeriCom's  operations  center in  Ocala,  Florida
(including lead generation  specialists,  sales supervisors,  problem resolution
expediters  and  telemarketers).   Concurrently  with  such  recruitment  drive,
AmeriCom intends to launch  self-promoting,  advertising and marketing campaigns
in the areas  targeted  for  expansion  using  participation  in industry  award
generating  activities;  participation  in national,  regional,  state and local
community affairs;  co-participation with educational institutions,  clients and
targeted  potential  clients  in  charitable,  educational  and  civic  affairs;
national DRTV print and directory advertisements;  regional business publication
print advertisements; keyword-driven Internet banner advertisements; business to
business ("B2B") direct mail; and, B2B telemarketing.

     As currently  contemplated based on plans proposed by Lorilei's management,
AmeriCom's  regional sales offices will initially be in the Central Florida area
and in  areas  where it can use  facilities  and  personnel  shared  with  other
AmeriNet  subsidiaries in South Florida.  Then, based on marketing and personnel
recruitment   opportunities   presented,   additional   sales  offices  will  be
established:

*    In all major state regions  (e.g.,  the Florida  "panhandle,"  Tallahassee,
     Jacksonville, Daytona, Orlando, Tampa- St. Petersburg-Clearwater, Sarasota,
     Melbourne-Jupiter-Stuart,   Palm   Beach-Boca   Raton,   Fort   Lauderdale-
     Hollywood, Dade County and the Florida Keys);


                                       35

<PAGE>



*    In the United States Southeast  (Atlanta,  Charleston-Savannah,  Charlotte,
     Nashville-Memphis, Richmond- Washington D.C.-Baltimore), and

*    In major United States metropolitan areas (New York City, Chicago,  Dallas,
     Phoenix, Los Angeles, San Francisco).

     Based on available marketing and personnel opportunities,  AmeriCom intends
to staff its sales  offices  with  account  executives  and  problem  resolution
expediters.  Because of the extremely cost effective  business  operational  and
personal living costs and the abundance of technical and professional  personnel
found in the Ocala-Gainesville area, AmeriCom intends to maintain and expand its
production  facilities  in  Central  Florida,  from  which it will  service  its
regional offices.  However,  more active regional offices that require non-sales
personnel in order to service local  requirements  will be expanded  based on an
analysis of the existing client opportunities,  potential for client growth, and
risks presented by such expansion.

     Beginning in fiscal year 2001,  AmeriCom  anticipates  that it will seek to
acquire other marketing and advertising  firms as a method of increasing  market
share  and  overall  sales  volume;   acquiring  targeted  clients;   recruiting
experienced   personnel;   and,  expanding  its  geographic   presence;   adding
complimentary  services (e.g.,  direct response  fulfillment).  Acquisitions may
also be  undertaken  in order to acquire  specific  products or  services  which
management  believes could have  considerable  profit potential  compatible with
AmeriCom's marketing methods and capabilities. Acquisitions may be undertaken in
a manner  that does not conform to  AmeriNet's  current  policies  (acquisitions
solely for stock with funds provided only to fund expansion related  activities)
because,  unlike the situation with AmeriNet,  where  management of the acquired
companies  is  expected  to  remain,  it is  likely  that  management  could  be
superfluous in acquisitions for the purposes described.  In such case, AmeriCom,
either through AmeriNet or through other sources,  would have to provide cash as
a material  component  and such cash would be  unavailable  for other  corporate
purposes.  A poor acquisition decision could have materially negative affects on
AmeriCom's business.

     Only its initial expansion goals are covered by AmeriCom's  current capital
budget which it anticipates AmeriNet to fund. Thereafter,  subject to AmeriNet's
approval,  expansion may be funded from operating income,  loans from commercial
sources or equity investors. AmeriCom's management believes that increased sales
volume from  expansion of its client base will  generate  material  economies of
scale that will enhance  AmeriCom's price  competitiveness  while enabling it to
maintain technological and service superiority,  increasing the profitability of
all of its divisions.

     Although AmeriCom's management believes the foregoing goals are attainable,
no assurances can be provided that they will be accomplished.

Domestic Operations of WeCU, Ltd.

     As a material  subsequent  event,  our company is currently  negotiating to
acquire the domestic tangible assets and Internet and communications  operations
of WeCU, Ltd., a Panamanian  corporation,  through its domestic  affiliate Qubic
Development, Inc., a Florida corporation.

     WeCU,   Ltd.   (pronounced  "we  see  you;"   http://www.wecu.com)   is  an
international wireless television, communications and Internet services provider
with facilities owned through affiliates in Tampa,  Florida, and San Jose, Costa
Rica that  provide  clients with  wireless  Internet  and cable  services  using
multi-channel,   multi-point  distribution  system  ("MMDS")  technology.   MMDS
technology is  environmentally  friendly,  easier and less  expensive to install
than  traditional  wired  systems.  MMDS  systems are capable of  simultaneously
broadcasting  over 120 channels using super high microwave  frequencies  ("SHF")
and can be  encoded  for pay per  view  and  subscriber  services.  Applications
include television, pay per view, interactive television and Internet access.


     WeCU, Ltd. has represented to our company's management that:

*    It  has  assets  valued  at   $2,700,000,   liabilities   of  $500,000  and
     shareholders' equity of $2,200,000;

*    It has accumulated sales for the first three quarters of its current fiscal
     year in excess of  $1,600,000  and  projects  revenues  for the fiscal year
     ending September 30,2001, in excess of $30,000,000;


                                       36

<PAGE>



*    Its management has more than a century of combined  experience in satellite
     communications,  microwave  communications  and MMDS and it operates one of
     the oldest ISP's in the United States.

     Our company and WeCU, Ltd. have entered into a letter of intent pursuant to
which  AmeriCom would acquire all of the domestic  Internet  operations of WeCU,
Ltd. from its United States affiliate,  Qubic Development,  Inc. ("Qubic").  The
acquisition would include:

*        Exclusive  domestic  rights to  Qubic's  operations  as a  reseller  of
         hardware  and  software for KLG Group,  a Canadian  Co., The  ViewSonic
         Corporation,  3Com  Corporation,  Robohelp  Inc,  Symantic LL Exchange;
         Goldmine  Incorporated,   a  California   corporation,   and,  Symantec
         Corporation.

*        Qubic's  domestic   multi-channel,   multi-point   distribution  system
         ("MMDS")   technology  which  provides  economic  and   environmentally
         friendly wireless television and Internet access;

*        $1,500,000  in  hardware  used in WeCU,  Ltd.'s  Tampa,  Florida  based
         Internet  operations,  using the domain names  CFT.net,  CFTNet.com and
         WeCUCommunicating.com; and

*        Software;  non-exclusive  rights  to use  intellectual  property;  and,
         personnel  and  clients  used in  WeCU,  Ltd.'s  Tampa,  Florida  based
         Internet  operations,  using the domain names  CFT.net,  CFTNet.com and
         WeCUCommunicating.com.

     As a result of the  acquisition,  AmeriCom  would  have the  capability  of
offering  the  following  services  on  a  nation-wide  basis:  ADSL;  dedicated
V90.ISDN;  frame  relay  consulting  and  network  management;  streaming  video
(commercial  and  personal);   IP  web  hosting  commercial  services;   virtual
co-location;  residential basic dial-up,  regular dial-up,  enhanced dial-up and
premium  dial-up;  DNS  transactions  and;  domain name search.  Subscribers  to
AmeriCom's  resulting Internet services would enjoy access to free e-mail; voice
chat; Java games; music, books, CD's and videos;  children's stories;  shopping;
and,  streaming sports video.  AmeriCom 's InterNet services would operate under
the WeCU trade name and have domestic access to all of WeCU, Ltd.'s intellectual
property  including the registered  trademarked and  copyrighted  "seeking eyes"
logo. Detailed  information  concerning the WeCU, Ltd. operations to be acquired
by AmeriCom  can be obtained by  reviewing  WeCU,  Ltd.'s  Internet  website and
information center at www.wecu.com.

     The definitive  agreement is expected to be closed on prior to December 31,
2000 provided that an  independent  audit of WeCU,  Ltd.'s  domestic  assets and
operations  for the last  two  fiscal  years  has been  completed  on or  before
December 15, 2000.  Pursuant to the terms currently being considered,  the WeCU,
Ltd.  Internet assets and operations would be acquired in exchange for shares of
our company's unregistered common stock to be issued in reliance on Section 4(6)
of the Securities Act, in an amount based on the auditable value of WeCU, Ltd.'s
assets which have been  represented by WeCU, Ltd. as in excess of $1,500,000 and
the average  price of our  company's  common  stock  during the ten trading days
preceding the closing. Additional shares would be issued to WeCU, Ltd., based on
the net,  after-tax  profits  of the  acquired  operations  at a rate and over a
period still being negotiated. WeCU, Ltd. would have the right to designate half
of  AmeriCom's  board of directors as well as its president and to designate two
members to our company's board of directors, one of which would also be a member
of its executive  committee.  While our company's  management  and management of
WeCU,  Ltd. are  optimistic  that a definitive  agreement will be negotiated and
executed prior to October 31, 2000, in light of material items under  discussion
no assurances to that effect can be provided. In addition,  even if an agreement
is executed,  it will contain conditions to closing tied to, among other things,
the  results  of the  independent  audit of WeCU,  Ltd.'s  domestic  assets  and
operations.

     Based on their  experience in  conjunction  with the  acquisition  of WeCU,
Ltd.'s  domestic  operations,  our  company and WeCU,  Ltd.  will  consider  the
desirability  of acquiring  the balance of WeCU,  Ltd.'s  assets and  operations
under terms which could eventually lead to WeCU,  Ltd.'s  acquisition of control
of our company based on a plurality common stock ownership position.

                                       37

<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

     The  consolidated  income statement for our company for the year ended June
30, 2000 includes  operations of the holding company AmeriNet Group.com Inc. for
the full year ended June 30, 2000; its former  subsidiary  American Internet for
the 5 months ended  November 30, 1999 and its wholly  owned  subsidiary  Lorilei
Communications, Inc. ("Lorilei") for the one month ended June 30, 2000.

     Effective  December 1, 1999,  American  Internet was merged with WRI. Since
WRI's former principal  stockholder has an option to acquire between 70% and 80%
of WRI's common stock until  November 11, 2001,  generally  accepted  accounting
principals do not permit  consolidation of WRI's financial statements with those
of our company. Rather, the WRI affiliate is accounted for as though our company
had  acquired  between  20% and 30% of  WRI's  common  stock  as an  investment.
Therefore, 20% of WRI's profits or losses are reported by our company as "equity
in losses of subsidiary WRI" for the 7 months ended June 30, 2000.

     In our  company's  reports on Form 10-QSB to the  Securities  and  Exchange
Commission  for the  periods  ended  December  31,  1999 and March 31,  2000 the
financial   statements  of  our  company's   former   subsidiary   Trilogy  were
consolidated with those of our company. For the year ended June 30, 2000, due to
the sale of an 81% interest in Trilogy,  the financial statements of Trilogy are
not consolidated with our company but rather the loss from operations of Trilogy
for  the  7  months  ended  June  30,  2000  are  reported  under  "Discontinued
Operations".

     Because our company's former subsidiary Vista was acquired  effective April
1, 2000 for accounting purposes and the acquisition was rescinded effective June
30, 2000, the financial  statements of Vista are not consolidated  with those of
our  company  for the year  ended  June  30,  2000,  but  rather  the loss  from
operations  of Vista for the 3 months  ended June 30,  2000 are  reported  under
"Discontinued  Operations" but are recovered as a corresponding gain under "Loss
from Disposition of Assets".

     Effective  June 30,  1999,  our  company  changed  its fiscal year end from
December 31 to June 30. For the year ended June 30, 2000,  our company  reported
revenues of $255,053  compared to zero  revenues for the 6 months ended June 30,
1999. For the year ended June 30, 2000, our company reported cost of revenues of
$210,293  and a gross  profit of $44,760  compared to no cost of revenues and no
gross profit for the 6 months  ended June 30, 1999.  For the year ended June 30,
2000, our company  reported a net loss of $7,522,303  compared to a net loss for
the 6 months ended June 30, 1999 of $265,218.

     Our company had selling,  general and administrative expenses of $2,651,543
for the year ended June 30, 2000  compared to  $256,218  for the 6 months  ended
June 30,  1999.  Of the  $2,651,543  total,  $165,591  was  expended by American
Internet in the normal  course of operating its business for the 5 months ending
November 30, 1999 and  $114,399 was expended by Lorilei in the normal  course of
operating its business.  The remaining  $2,385,704 were expenses incurred by our
company at the holding company level.  Of the $2,385,704,  $210,923 was expended
for normal  operating  expenses of the parent company for items such as payroll,
office expenses, rent, accounting and legal fees, advertising and other expenses
in connection with  maintaining the corporate  offices and providing  support to
our company's subsidiaries.  The remaining general and administrative expense of
$2,174,781 consisted of non-cash  compensation expense of $1,232,046 incurred as
a result of increases in the shares  underlying the Yankees'  option and options
granted to investors;  consulting expense of $794,335 for professional  services
provided to our company by Yankees and  immediately  off-set by a  corresponding
contribution to our company's capital by Yankees' as additional paid-in capital;
and, a deferred  tax asset  created  as a result of Palm Air's  exercise  of its
option to purchase  200,000  shares of our  company's  common  stock at $.02 per
share.

     In addition to the general and  administrative  expenses,  our company also
experienced   additional   non-recurring   expenses  in   connection   with  its
restructuring of its relationship with its subsidiaries as follows:

     Upon the sale of 81% of its interest in its former subsidiary Trilogy's our
company  experienced a loss of $672,015 as a result of the extinguishment of the
loan  receivable  from Trilogy.  It reported a loss of $1,285,734 on the sale of
81% of  Trilogy  leaving  a cost  basis  in the  retained  19% of the  surviving
corporation  of  $1,734,205.  Because  of the  negative  net worth and  doubtful
prospects for future  profitability of Trilogy, our company elected to write off
its investment of $1,734,205.

     Because of the  negative net worth and  doubtful  prospects  for the future
profitability of Vista,  upon rescission of the Vista acquisition and conversion
of  approximately  $135,000 in debt into a 19%  interest  in Vista,  our company
elected to write off its investment.

                                       38

<PAGE>



     The balance of un-amortized goodwill at June 30, 2000,  attributable to our
company's former  subsidiary  American  Internet,  in the amount of $522,201 was
written down to zero.

     Our company had depreciation  and  amortization  expense for the year ended
June 30,  2000 of  $120,761  and $0 for the 6 months  ended June 30,  1999.  Our
company had interest expense of $419,513 for the year ended June 30, 2000 and $0
for the 6 months  ended June 30, 1999.  Of the $419,513 in expense,  $50,099 was
attributable  to  interest  paid on loans  and  leases in the  normal  course of
business. The remaining $369,414 was an extraordinary expense experienced by our
company as a result of  Yankees'  purchase  of  restricted  common  stock of our
company at 50% of the subscription price then paid by other subscribers.

     Our company reported an equity loss in WRI for the year ended June 30, 2000
of $86,286  compared to a $0 equity loss for the 6 months  ended June 30,  1999.
The $86,286 loss  represents  20% of WRI's net  operating  loss for the 7 months
ended June 30, 2000.

     The following information on the operations of discontinued subsidiaries is
provided to give an expanded  understanding of our company's  decision to divest
itself of a majority interest in those subsidiaries.

     Trilogy had been actively  recruiting field  representatives  and marketing
its products for  approximately  three  months prior to its  acquisition  by our
company.  With limited  historical  performance on which to base valuation,  our
company  depended in large part on the pro forma  projections of expected income
and expense provided by Trilogy's management in determining Trilogy's value, its
future  funding  requirements  and  its  prospects  for  attaining  a  level  of
profitability.  Trilogy did not establish its base of field  representatives  as
quickly  as  expected  and its  original  product  line did not gain the  market
acceptance  that was  expected.  Throughout  the 7 months  ended June 30,  2000,
revenues  continued  to  be  substantially   below  expectations   resulting  in
substantially greater losses and substantially greater funding requirements than
expected.  Trilogy's management had projected revenues of approximately $845,000
for the 7 months  ended June 30, 2000 and an  operating  loss  before  interest,
taxes,  depreciation and  amortization  ("EBITDA")of  approximately  ($475,000).
Actual  revenues  for the period were  approximately  $105,000 and EBITDA was an
approximate  loss of  ($740,000).  The nature of Trilogy's  business  depends on
exponential growth during the first 12 to 18 months of operations.  Revenues for
the  month  of  June  2000  were  projected  by  Trilogy  management  to  be  at
approximately  $307,000.  Actual  revenues  for  the  month  were  approximately
$33,000.

     In the case of Vista, its management represented that it was operating at a
profit and would continue to improve its  profitability.  It became  apparent to
our company shortly after the acquisition that the status,  nature and potential
profitability of Vista had been overstated. For the 3 months ended June 30, 2000
Vista reported a loss from operations before interest,  taxes,  depreciation and
amortization of approximately  ($167,000).  Revenues for the period were minimal
and our  company  could not  establish  any reason to expect an  improvement  in
performance in the foreseeable future.

Liquidity and Capital Resources

     Our  company  had cash on hand in the amount of  $38,424 at June 30,  2000,
compared to $79,021 on June 30, 1999. On June 30, 1999,  our company had working
capital of $18,243  compared  to a working  capital  deficit on June 30, 2000 of
$379,703.  The decrease in working capital was related principally to a decrease
in cash on  hand;  an  increase  in  accounts  payable  in  excess  of  accounts
receivable  at the  subsidiary  level;  the  current  portion of capital  leases
payable at the subsidiary  level and the current  portion of loans payable which
were incurred in funding the operation of our company's  subsidiaries during the
year ended June 30, 2000.

     Our  company  and  its  subsidiaries  have  accumulated  a net  deficit  of
$10,907,306  since their inception.  This gives rise to questions  regarding the
ability of our  company to  continue  as a going  concern.  The  current  year's
deficit is  $3,010,034  exclusive of the deficit  associated  with  discontinued
operations. Our company's management has implemented significant cost reductions
through its  discontinuance of unprofitable  operations.  With the assistance of
Yankees,  our company is actively exploring  acquisitions of operating companies
and related  infusions of capital which would materially  improve its cash flow,
liquidity and profitability, if successfully implemented.

     Our  company is totally  reliant on Yankees  for  capital  required to fund
operating cash deficits and has a financing  agreement with Yankees  pursuant to
which Yankees has granted our company a conditional $1,000,000 revolving line of
credit. As of September 25, 2000, Yankees had loaned our company an aggregate of
$554,300.  The loans are secured by all of our company's  assets,  including the
capital stock in its subsidiaries. As a material subsequent

                                       39

<PAGE>



event,  at our request,  Yankees has converted  most of its loans into shares of
our company's  common stock and shares of our company's Class A Preferred Stock.
As of September 25, 2000,  Yankees had converted $463,500 of its aggregate loans
into  equity.  Our  company's  continuing  liquidity  and  access to  capital is
currently totally reliant on Yankees and investors  introduced to our company by
Yankees.

Trends, Events or Uncertainties Affecting Liquidity

     During the fiscal  year ended June 30,  2000,  the  Internet  industry as a
whole was extremely  volatile with dramatic  changes in both  technology  and in
industry perception being commonplace.  As a consequence,  while industry growth
was  spectacular,   values  of  Internet   companies  were  subject  to  extreme
fluctuations over very short time periods.  Many investors preferred more stable
and  predictable  investments  and a number of important  analysts felt that the
securities  of major  Internet  companies  were  drastically  over  valued  when
measured  by  traditional  factors  such  as  earnings  and  profits.  This  was
especially  true  of  public  Internet  companies  that  continued  to  generate
operating losses such as Amazon.com.  While our company also generated  material
operating losses,  management  believes that its closing transaction price as of
September 20, 2000 ($1.06 per share) did not reflect the overvaluation trend and
that success in attaining  positive cash flow currently forecast for the quarter
ended December 31, 2000,  should be reflected in a material  improvement in such
price. Our company's management believes strongly in the long term future of the
Internet and related  businesses;  however, it believes that the volatility that
characterized  the last  fiscal  year will  continue  until  the newly  evolving
Internet related industries mature and non performing  companies are replaced or
acquired by companies that operate profitably. Our company's management believes
that many Internet related  companies will fail during the next two fiscal years
despite real promise in their concepts and  operations due to inadequate  fiscal
resources,  and that some of them may  present  opportunities  for our  company,
either through acquisitions or personnel recruitment.

Internal and External Sources of Liquidity

     Our  company  is  currently   totally  reliant  on  Yankees  and  investors
introduced  by Yankees for access to capital.  As of  September  25,  2000,  its
operating  subsidiaries  were not generating  operating income sufficient to pay
for operating and administrative expenses.  Management of such subsidiaries have
advised  our  company's  management  that they  expect  to  attain a balance  in
operating income and expenses by December 31, 2000.

Material Commitments for Capital Expenditures and Source of Funds

     Our company's proposed  acquisition of WeCU, Ltd.'s operations will present
it with significant opportunities in the areas of wireless technologies,  secure
communications, Internet telephony and other areas, each of which will require a
capital  investment.  Management  of  WeCU,  Ltd.,  has  advised  our  company's
management  that such  investments  would be  recouped,  in each case,  within a
fiscal quarter after the related  expenditures.  All funds for such  investments
would have to be provided by or arranged for by Yankees.

Trends, Events or Uncertainties Affecting Revenues and Profits

     The Internet  industry became much more competitive  during the fiscal year
ended June 30, 1999. In many cases, large corporations became willing to provide
web design and  hosting  services  at little or no charge in order to obtain new
"captive  audiences" for  advertising  purposes.  Our company  expected that the
trend would  continue and that  advertising  related  operations on the Internet
would constitute a material  offsetting  source of income with which our company
and its subsidiaries  should become  involved.  Our company did not believe that
such trend would  impact  business  web-sites  to the same degree as it impacted
consumer web-sites, since business web-sites require substantially higher levels
of interactivity  and greater  monitoring  detail,  as well as much more regular
upgrading and changing of information.  Our company's  management  believes that
the  acquisition of Lorilei,  the proposed  acquisition of WeCu Ltd.'s  domestic
assets and operations, and the integration of the operations of AmeriCom and WRI
will make it possible to profit from the  changing  nature of Internet  business
through our company's emerging ability to provide fully integrated services.

Current Subsidiaries and Investments

     On November 12, 1999,  our company  acquired  WRI; on December 1, 1999,  it
acquired  Trilogy;  on March 15, 2000 it acquired Vista; and, on May 11, 2000 it
acquired  Lorilei.  Effective  June 30,  2000,  the  acquisition  of  Vista  was
rescinded and replaced with a cash purchase of slightly less than 20% of its

                                       40

<PAGE>


capital stock, and 80% of our company's interest in Trilogy was returned for use
by Trilogy in obtaining new Trilogy  investors and management,  in consideration
for the return of  1,051,726 of the  1,817,273  shares of our  company's  common
stock used to acquire Trilogy. On September 12, 2000, in order to minimize risks
to our company's continuing investments in Lorilei that might have resulted from
undisclosed liabilities, our company formed a new subsidiary (AmeriCom) to which
it is transferring most of Lorilei's assets and operations, in consideration for
AmeriCom's  assumptions of specified and fully  disclosed  Lorilei  liabilities.
Consequently,  materially,  all of our company's  operations as of September 30,
2000 will involve the operations of WRI (the merged  American  Internet and WRI)
and AmeriCom.  As a material  subsequent  event,  on August 27, 2000 our company
signed a letter of intent to acquire assets and operations of WeCU,  Ltd., which
was  modified  on  September  21,  2000 to reflect  that WeCU,  Ltd.'s  domestic
operations would be the initial component acquired.

RISK FACTORS

WRI

     WRI expects to grow internally through increase in sales and referrals from
existing  customers.  WRI  expects  to  spend  significant  time and  effort  to
implementing  and maintaining  these  endeavors.  There can be no assurance that
WRI's  systems;  procedures  or  controls  will be  adequate  to  support  WRI's
operations   as  they   expand.   Any  future   growth   will  add   significant
responsibilities  to all members or WRI's team and may  require the  addition of
new employees.  There can be no assurance that such additional employees will be
identified  or  retained  by WRI. To the extent that WRI is unable to manage its
growth efficiently and effectively, or is unable to attract and retain qualified
team  members,  WRI's  business,  financial  condition and results of operations
could be materially adversely affected.  There can be no assurance that WRI will
continue to experience internal growth comparable to historic levels, if at all.
Factors  affecting the ability of WRI to continue to experience  internal growth
include,  but are not limited to,  business  acceptance of WRI's  services,  the
ability  to sell  hosting  and web design to support  its news  operations,  the
ability to recruit and retain  qualified  sales  personnel.  In  addition  there
always remain the  possibility  that one of the major  Internet  companies  will
begin  marketing  free hosting which could  materially  impair WRI's revenue and
business.

AmeriCom

Forward Looking Statements

     The statements  contained in this report that are not purely historical are
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the  Securities  Exchange Act of 1934,  including
without  limitation  statements  regarding  AmeriCom's  expectations,   beliefs,
intentions or strategies  regarding the future. All  forward-looking  statements
included in this document are based on information  available to AmeriCom on the
date hereof.  The  forward-looking  statements  involve known and unknown risks,
uncertainties  and other factors which may cause actual results,  experience and
the  performance  or  achievements  of AmeriCom to be materially  different from
those anticipated,  expressed or implied by the forward-looking  statements.  In
evaluating  AmeriCom's business,  the following factors, in addition to the risk
factors  set forth  below  and other  information  set forth  herein,  should be
carefully considered:  successful deployment and integration of systems; factors
affecting  internal  growth  and  management  of growth;  success of  marketing,
integration   and  operational   initiatives,   including   Internet   marketing
initiatives;  dependence on  technology;  labor and technology  costs;  cost and
availability of advertising and promotional efforts;  success of the acquisition
strategy and  availability  of  acquisition  financing;  success in entering new
segments of the  advertising  industry and new geographic  areas;  dependence on
commercial leased access rules;  risks associated with the advertising  industry
generally;  seasonal  and  quarterly  fluctuations;   competition;  and  general
economic  conditions.  In  addition,  AmeriCom's  operating  strategy and growth
strategy involve a number of risks and challenges, and there can be no assurance
that these risks and other  factors will not have a material  adverse  effect on
AmeriCom.

Management of Growth; Factors Affecting Internal Growth.

     AmeriCom  expects to grow  internally  through  increase in number of sales
offices,  news  operations,  and  national  sales.  AmeriCom  expects  to  spend
significant  time and  effort  implementing  these  endeavors.  There  can be no
assurance that  AmeriCom's  systems;  procedures or controls will be adequate to
support  AmeriCom's  operations  as they  expand.  Any  future  growth  will add
significant responsibilities on members of senior management, including the need
to identify,  recruit and  integrate new senior level  managers and  executives.
There can be no assurance that such additional  management will be identified or
retained by AmeriCom. To the extent that AmeriCom is unable to manage its growth
efficiently  and  effectively,  or is unable to  attract  and  retain  qualified
management, AmeriCom's business, financial

                                       41

<PAGE>



condition and results of  operations  could be  materially  adversely  affected.
While Mr. and Mr.  Cunningham  informed our  company's  management  that Lorilei
experienced   revenue  and  earnings  growth  and  operated   profitably,   such
representation  proved  materially  inaccurate.  Consequently,  there  can be no
assurance  that  AmeriCom will  experience  material  internal  growth . Factors
affecting the ability of AmeriCom to experience internal growth include, but are
not limited to, business acceptance of AmeriCom's services,  the ability to sell
advertising  time to support  its news  operations,  the  ability to recruit and
retain qualified sales personnel and continued access to capital.

Risks Related to AmeriCom's Acquisition Strategy.

         A  material  component  of  AmeriCom's  growth  strategy  involves  the
acquisition,  consolidation and roll-up of compatible  advertising and marketing
organizations that do not share AmeriCom's  production capability but which have
desirable  personnel,  accounts  and sales  facilities.  Acquisitions  involve a
number of special  risks,  including  possible  adverse  effects  on  AmeriCom's
operating results,  diversion of management's attention,  loss of key personnel,
risks  associated with  unanticipated  events or liabilities and amortization of
acquired  intangible assets,  some or all of which could have a material adverse
effect on AmeriCom's business,  financial condition,  and results of operations.
Customer  dissatisfaction  or performance  problems at a single acquired company
could have an adverse effect on the reputation of AmeriCom.  Further,  there can
be no assurance that businesses acquired will achieve  anticipated  revenues and
earnings.  To the extent that AmeriCom intends to increase its revenues,  expand
the markets it serves and increase its service offerings through the acquisition
of additional companies, there can be no assurance that AmeriCom will be able to
identify,  acquire,  or profitably manage additional  businesses or successfully
integrate acquired businesses into AmeriCom without substantial costs, delays or
other operational or financial problems.  Increased  competition for acquisition
candidates  may also  develop,  in which  event  there may be fewer  acquisition
opportunities  available to AmeriCom, as well as higher acquisition costs. As of
the date of this report,  AmeriCom is not party to any binding  agreements  with
respect to any acquisition.

Risks Related to Acquisition Financing and Possible Need for Additional Capital

         AmeriCom  plans to  finance  future  acquisitions  by using  shares  of
AmeriNet's  common stock ("AmeriNet  Stock") for all of the  consideration to be
paid. In some cases,  however it is probable that AmeriCom  could be required to
make cash  investments  in the  acquired  businesses,  as  AmeriNet is making in
AmeriCom. AmeriCom would be charged against earnings for any AmeriNet Stock used
to effect  acquisitions,  consequently,  it must  take  care to assure  that the
benefits  of the  acquisitions  exceed the costs of the  AmeriNet  Stock used as
consideration  and the cash investment  required,  if any. In the event that the
AmeriNet  Stock does not  maintain  a  sufficient  market  value,  or  potential
acquisition  candidates  are  otherwise  unwilling to accept  AmeriNet  Stock as
consideration for the sale of their businesses,  AmeriCom may be required to use
more of its cash resources,  if available,  in order to maintain its acquisition
program.  If AmeriCom  has  insufficient  cash  resources,  its growth  could be
limited unless it is able to obtain  additional  capital  through debt or equity
financing.  There can be no assurance  that AmeriNet will make required  capital
available or that other  financing  will be available  on terms  AmeriCom  deems
acceptable.  If AmeriCom is unable to obtain financing sufficient for all of its
desired  acquisitions,  it may be  unable  to fully  implement  its  acquisition
strategy.  In addition,  to maintain  historical levels of growth,  AmeriCom may
need to seek  additional  funding.  Adequate funds for these purposes may not be
available  when needed or may not be available on terms  acceptable to AmeriCom.
If funding is insufficient,  AmeriCom may be required to delay, reduce the scope
of or eliminate some or all of its expansion programs.

Dependence Upon Technology

         AmeriCom's   business  is  currently   dependent  upon   computer-based
technology  in  order  to  produce  the  majority  of  its   services.   Because
technological change has been extremely dynamic,  technological obsolescence has
become an increasingly  important  factor when making capital  expenditures.  No
assurances  can be provided  that the state of the arts systems used by AmeriCom
will  remain  state  of the  art  for a  period  sufficient  to  amortize  their
expenditure.  AmeriCom's  strategy is to  incrementally  add equipment  piece by
piece to its operations as prices for new technology  decrease and as production
demand  increases,  so as to consistently  add new,  better,  faster  computers,
cameras,  scanners,  etc. to its available equipment inventory.  There can be no
assurance,  however,  that  new  advances  in  technology  will not  hasten  the
obsolescence of AmeriCom's equipment,  resulting in additional necessary capital
expense  which  could  be  substantial.  In  this  event  AmeriCom's  management
envisions  the  utilization  of  leases,  financing,  or an  additional  capital
investment  in  order to  satisfy  these  requirements.  Equipment  required  to
establish anticipated news operations is expected to cost approximately $200,000
in each additional market for which existing equipment is not available.


                                       42

<PAGE>



Risks Associated with the Advertising Industry; General Economic Conditions

         AmeriCom's  results of operations are dependent upon factors  generally
affecting  the  advertising  industry.  AmeriCom's  revenues  and  earnings  are
especially sensitive to events that affects businesses' plans to expand into new
markets,  develop  marketing  plans for new  products or  services,  or seek new
streams or revenue.  A number of factors could result in the overall  decline in
demand for  advertising  including  a decline in  general  economic  conditions,
extreme weather conditions,  armed hostilities,  or excessive  inflation.  These
type of events  could have a material  adverse  effect on  AmeriCom's  business,
financial condition and results of operations.

Reliance on Existing FCC Rules

         AmeriCom  relies on FCC rules  mandated  by Section 612 of the 92 Cable
Act in order to gain  access to cable  systems.  If that  statute is repealed or
modified by Congress, or in the event the FCC alters its rules on leased access,
AmeriCom's  business,  financial  condition and results of  operations  could be
adversely effected.

                          ITEM 7: FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.

         The auditor's  report and our company's  audited  balance sheet for its
years ended June 30,  2000,  June 30, 1999 and December 31, 1998 and the related
statements  of  operations,  stockholder's  equity,  cash  flows  and  notes  to
financial  statements  for such  years  follow in  sequentially  numbered  pages
numbered  44  through  69.  The  page  numbers  for the  financial  statement
categories are as follows:

                                                        Page Numbers:
Cover Page                                                      44
Table of Contents                                               44
Report of Independent Accountants (Daskal, Bolton, Manela)      45
Report of Independent Accountants (Bowman & Bowman)             46
Balance Sheet                                                   47
Statements of Income and Accumulated Deficit                    48
Statements of Shareholders' Deficit                             49
Statement of Cash Flows                                       50-51
Notes to Financial Statements                                 52-69


                                       43

<PAGE>
                    AMERINET GROUP.COM, INC. AND SUBSIDIARIES
                       (f/k/a EQUITY GROWTH SYSTEMS, INC.)

                        CONSOLIDATED FINANCIAL STATEMENTS

                 YEARS ENDED JUNE 30, 2000 AND DECEMBER 31, 1998
                   AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998



                                TABLE OF CONTENTS





Independent Auditor's Reports...............................................45

Consolidated Financial Statements:

     Consolidated Balance Sheet at June 30, 2000 ..........................47

     Consolidated  Statements of Operations for the year ended June 30, 2000 and
         the six months ended June 30, 1999 and for the year ended  December 31,
         1998
         and the six months ended June 30, 1998 (unaudited)...................48

     Consolidated Statements of Changes in Stockholders' Equity for the year
         ended June 30, 2000 and the six months ended June 30, 1999...........49

     Consolidated  Statements of Cash Flows for the year ended June 20, 2000 and
         the six months ended June 30, 1999 and year ended December 31, 1998
         and the six months ended June 30, 1998 (unaudited)................50-51

Notes to Consolidated Financial Statements.................................52-69



                                       44


<PAGE>



                       DASZKAL BOLTON MANELA DEVLIN & CO.
                          CERTIFIED PUBLIC ACCOUNTANTS
                   A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS

       2401 N.W. BOCA RATON BOULEVARD, SUITE 100 BOCA RATON, FLORIDA 33431
                   TELEPHONE (561) 367-1040 FAX (561) 750-3236

JEFFREY A. BOLTON, CPA, P.A.                  MEMBER OF THE AMERICAN INSTITUTE
MICHAEL I. DASZKAL, CPA, P.A.                 OF CERTIFIED PUBLIC ACCOUNTANTS
ROBERT A. MANELA, CPA, P.A.
TIMOTHY R. DEVLIN. CPA, P.A.
MICHAEL S. KRIDEL, CPA, P.A.



                          INDEPENDENT AUDITOR'S REPORT


To The Board of Directors and Stockholders
AmeriNet Group.com, Inc. and Subsidiaries


We  have  audited  the  accompanying  consolidated  balance  sheet  of  AmeriNet
Group.com, Inc. (f/k/a Equity Growth Systems, Inc.), and subsidiaries as of June
30, 2000,  and the related  statements of operations,  changes in  stockholders'
equity and cash flows for the year ended June 30, 2000 and the six months  ended
June  30,  1999.  These  financial  statements  are  the  responsibility  of the
management of AmeriNet Group.com, Inc., and subsidiaries.  Our responsibility is
to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of AmeriNet Group.com,  Inc., and
subsidiaries as of June 30, 2000, and the results of its operations and its cash
flows for the year ended June 30, 2000, in conformity  with  generally  accepted
accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern. The Company experienced a loss from operations
in fiscal year 2000 and had  negative  cash flows from  operations  for the year
ended June 30, 2000. These matters raise  substantial  doubt about the Company's
ability to continue  as a going  concern.  Management's  plans  regarding  those
matters are  described in Note 22. The  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/  DASZKAL BOLTON MANELA DEVLIN & CO.
Boca Raton, Florida
September 11, 2000

                                       45
<PAGE>

                              BOWMAN & BOWMAN, P.A.
                          Certified Public Accountants
                         1705 Colonial Blvd., Suite D-1
                            Fort Myers, Florida 33907
                                 (941) 939-2301
                              (941) 939-1297 (Fax)



To the Board of Directors
Equity Growth Systems, inc.
(A Development Stage Company)
526 SE Dixie Hwy
Stewart, Florida  34997

We have  audited the  accompanying  statement  of  operations  of Equity  Growth
Systems, inc. (A Development Stage Company), and statement of cash flows for the
year ended December 31, 1998. These financial  statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the results of operations for Equity Growth Systems, inc.
and its cash flows for the year  ended  December  31,  1998 in  conformity  with
generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 8 to the
financial  statement,  the Company has suffered recurring losses from operations
and has a net working capital  deficiency that together raise  substantial doubt
about its ability to continue as a going concern.  Management's  plans in regard
to these matters are also  described in Note 8. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.


/s/ Bowman & Bowman

Bowman & Bowman, P.A.
Fort Myers, Florida
April 23,  1999,  except  Note 2 and Note 5B(b) as to which the date is November
10, 1999

                                       46
<PAGE>

AMERINET GROUP.COM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET


                                     ASSETS

                                                                 June 30, 2000
                                                                ---------------

         Current assets:

             Cash                                                $ 38,426
             Accounts receivable, net                             125,259
             Costs and estimated earnings in excess of billings
               on uncompleted contracts                            11,871
             Prepaid expenses                                       2,739
                                                                -----------
                        Total current assets                      178,295
                                                                -----------
         Property and equipment, net                              367,201
                                                                -----------
         Other assets:
             Loan receivable                                      211,515
             Investment in WRIwebs.com, Inc.                      661,818
             Goodwill, net                                        702,536
             Deposits                                                 400
                                                                ----------
                        Total other assets                      1,576,269
                                                                ----------
                        Total assets                            2,121,765

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                June 30, 2000
                                                                -------------
         Current liabilities:
             Accounts payable                                     189,417
             Accrued expenses                                      30,356
             Billings in excess of costs and estimated earnings
               on uncompleted contracts                            17,064
             Loans payable, related parties                       317,909
             Loans payable, current portion                       171,909
             Capital lease obligations, current portion            42,857
                                                                 =========
                        Total current liabilities                 769,512
                                                                 =========
         Long Term Liabilities:

             Loans payable, net of current portion                239,949
             Capital lease obligations, net of current portion     29,774
                                                                 ---------
                        Total long term liabilities               269,723
                                                                 =========
                        Total liabilities                       1,039,235
                                                                ==========
         Equity subject to potential redemption                   640,988
                                                                ----------
         Stockholders' equity:
             Preferred stock, no par value, 5,000,000 shares
               authorized, -0- issued and outstanding                  -
             Common stock, $0.01 par value, 20,000,000 shares
               authorized, 12,465,172 shares issued
               and outstanding                                    124,652
             Additional paid in capital                        10,936,012
             Outstanding stock options                             17,270
             Accumulated deficit                              (10,636,392)
                                                             =============
                        Total stockholders' equity                441,542
                                                             =============
                 Total liabilities and stockholders' equity   $ 2,121,765
                                                             =============

          See accompanying notes to consolidated financial statements.

                                       47

<PAGE>

AMERINET GROUP.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<S>                                                     <C>                     <C>                   <C>                  <C>
                                                                                                                        Six months
                                                          Year ended          Year ended           Six months         ended June 30,
                                                           June 30,          December 31,         ended June 30,           1998
                                                             2000                1998                 1999             (Unaudited)
                                                        ----------------------------------------------------------------------------


      Revenues earned                                          $ 255,053        $      -            $       -             $ 80,833

      Cost of goods sold                                        (210,293)              -                    -                    -
                                                        ---------------------------------------------------------------------------
      Gross profit                                                44,760               -                    -               80,833
                                                        ---------------------------------------------------------------------------
      Operating expenses:
          General and administrative expenses                  2,651,543               -              256,218               98,552
          Depreciation and amortization                          120,761               -                    -                    -
          Impairment of investment                             1,869,205               -                    -                    -
          Impairment of goodwill                                 522,201               -                    -                    -
                                                        ---------------------------------------------------------------------------
              Total operating expenses                         5,163,710               -              256,218               98,552
                                                        ===========================================================================
      Other expense:
          Interest expense                                       148,600               -                    -                    -
          Equity in losses of subsidiary                          86,286               -                    -                    -
                                                        ---------------------------------------------------------------------------
              Total other expense                                234,886               -                    -                    -
                                                        ===========================================================================

      Loss from continuing operations                         (5,353,836)              -             (256,218)             (17,719)
                                                        ===========================================================================

      Discontinued operations (see Note 8):
          Loss from discontinued operations                    1,666,240         562,415                    -                    -
          Loss on disposal of subsidiaries                       231,313               -                    -                    -
                                                        ---------------------------------------------------------------------------
              Total discontinued operations                    1,897,553         562,415                    -                    -

      Net loss                                                (7,251,389)       (562,415)            (256,218)             (17,719)
                                                        ---------------------------------------------------------------------------
      Basic loss per share                                       $ (0.74)        $ (0.13)             $ (0.04)            $ (0.005)
                                                        ===========================================================================
      Fully diluted loss per share                               $ (0.74)        $ (0.13)             $ (0.04)            $ (0.005)
                                                        ===========================================================================
      Weighted average shared outstanding                      9,662,201       4,174,778            6,091,566            3,826,148
                                                        ===========================================================================
      Fully diluted average shares outstanding                 9,662,201       4,222,191            6,091,566            3,826,148
                                                        ===========================================================================

</TABLE>
          See accompanying notes to consolidated financial statements.

                                       48
<PAGE>

AMERINET GROUP.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>

<S>                                         <C>              <C>             <C>           <C>          <C>               <C>



                                           Number                         Additional     Outstanding
                                           of               Common        Paid-In        Stock          Accumulated
                                           Shares           Stock         Capital        Options        Deficit           Total
                                        --------------------------------------------------------------------------------------------
Balances, January 1, 1999                  5,991,148       $ 59,911     $ 2,930,395      $  -         $ (3,128,785)      $ (138,479)
Common stock issued for services             247,000          2,470         171,780         -                    -          174,250
Common stock issued for cash                 220,000          2,200          97,800         -                    -          100,000
Stock options outstanding                          -              -          37,498         -                    -           37,498
Common stock issued for acquisitions       1,636,736         16,367       1,423,960         -                    -        1,440,327
Contribution of professional services              -              -         179,572         -                    -          179,572
Net loss, June 30, 1999                            -              -               -         -             (256,218)        (256,218)
                                           -----------------------------------------------------------------------------------------
Balances, June 30, 1999                    8,094,884         80,948       4,841,005         -           (3,385,003)       1,536,950





Common stock issued for cash               2,219,001         22,190         995,159         -                    -        1,017,349
Common stock issued for equipment              7,500             75           6,000         -                    -            6,075
Repurchase of common stock, net of costs  (1,027,358)       (10,273)       (926,002)        -                    -         (936,275)
Cost of capital                              207,000          2,070          (2,070)        -                    -                -
Stock options outstanding                          -              -       1,232,046         -                    -        1,232,046
Common stock issued for acquisition        3,521,558         35,216       5,346,571    17,270                    -        5,399,057
Equity subject to potential redemption             -              -        (640,987)        -                    -         (640,987)
Common stock retired                      (1,360,393)       (13,604)     (1,069,915)        -                    -       (1,083,519)
Contribution of professional services              -              -         794,335         -                    -          794,335
Common stock issued for interest              15,000            150          22,350         -                    -           22,500
Common stock issued on conversion of debt    788,000          7,880         189,120         -                    -          197,000
Tax benefit of exercise of stock options           -              -         148,400         -                    -          148,400
Net loss, June 30, 2000                            -              -               -         -           (7,251,389)      (7,251,389)
                                        --------------------------------------------------------------------------------------------
Balances, June 30, 2000                   12,465,192      $ 124,652    $ 10,936,012  $ 17,270         $(10,636,392)       $ 441,542
                                        ============================================================================================

</TABLE>

          See accompanying notes to consolidated financial statements.

                                       49
<PAGE>

AMERINET GROUP.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<S>                                                     <C>                     <C>                 <C>                 <C>
                                                                                                                      Six months
                                                        Year ended           Year ended           Six months         ended June 30,
                                                         June 30,           December 31,         ended June 30,           1998
                                                           2000                 1998                 1999             (Unaudited)
                                                        ----------------------------------------------------------------------------

Cash flows from operating activities:
     Net (loss)                                         $ (7,251,389)          $ (562,415)          $ (256,218)           $ (17,719)
     Adjustments to reconcile net income to
       net cash used by operating activities:
         Depreciation and amortization                       919,509                    -                    -                    -
         Allowance for doubtful debts                          5,000                    -                    -                    -
         Stock options granted to consultants              1,232,046               16,000               37,498                    -
         Common stock issued for services                          -                8,300               27,250                    -
         Common stock issued for interest                    121,000                    -                    -                    -
         Contribution of professional services               942,735                    -              179,572                    -
         Impairment of investment in subsidiaries          1,869,205                    -                    -                    -
         Impairment of goodwill                              522,201                    -                    -                    -
         Loss on disposal of subsidiaries                    231,313                    -                    -                    -
         Equity in losses of subsidiary                       86,286                    -                    -                    -
     Changes in operating assets and liabilities,
       net of effects from acquisitions:
         Increase (decrease) in:
            Accounts receivables                             129,401                    -                    -               60,880
            Other receivables                               (211,515)              98,590                    -                  580
            Costs and estimated earnings in excess
              of billings on uncompleted contracts           (11,871)                   -                    -                    -
            Prepaid expenses                                  (2,739)                   -                    -                    -
            Deposits                                            (400)                   -                    -                    -
         Increase (decrease) in:
            Accounts payable                                   6,485              146,651               (1,573)              30,761
            Accrued expenses                                  58,383                   (4)                   -              (74,530)
            Billings in excess of costs and estimated
              earnings on uncompleted contracts             (113,852)                   -                    -                    -
                                                        ----------------------------------------------------------------------------
Net cash used in operating activities                     (1,468,202)            (292,878)             (13,471)                 (28)
                                                        ============================================================================
Cash flows from investing activities:
     Cash acquired in acquisitions                             3,213                    -              (20,690)                   -
     Purchases of property and equipment                     (19,162)                   -                    -                    -
                                                        ----------------------------------------------------------------------------
Net cash used in investing activities                        (15,949)                   -              (20,690)                   -
                                                        ============================================================================

    See accompanying notes to consolidated financial statements.

</TABLE>
                                       50
<PAGE>

continued from previous page
<TABLE>
<S>                                                       <C>                    <C>                <C>                 <C>
                                                                                                                        Six months
                                                         Year ended           Year ended           Six months         ended June 30,
                                                         June 30,           December 31,         ended June 30,           1998
                                                           2000                 1998                 1999             (Unaudited)
                                                        ----------------------------------------------------------------------------



Cash flows from financing activities:
     Common stock issued for cash                          1,017,750               35,000              100,000                    -
     Capital contribution                                     25,000                    -                    -                    -
     Costs of issuance of common stock                       (32,200)                   -                    -                    -
     Outstanding stock option                                (17,270)                   -                    -                    -
     Proceeds from loans payable                             713,710            1,570,888                    -                    -
     Payments on loans payable                              (257,035)          (1,299,828)                   -                    -
     Payments on capital lease obligations                    (6,399)                   -                    -                    -
                                                        ----------------------------------------------------------------------------
Net cash provided by financing activities                  1,443,556              306,060              100,000                    -
                                                        ============================================================================
Net increase (decrease) in cash                              (40,595)              13,182               65,839                  (28)

Cash at beginning of year                                     79,021                    -               13,182                    -
                                                        ============================================================================
Cash at end of year                                      $    38,426             $ 13,182             $ 79,021                $ (28)
                                                        ============================================================================

</TABLE>

          See accompanying notes to consolidated financial statements.

                                       51
<PAGE>

AMERINET GROUP.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

AmeriNet  Group.com,  Inc.,  formerly known as Equity Growth Systems,  Inc. (the
"Company"), was organized under the laws of the State of Delaware on December 8,
1964.  Beginning in 1996, the principal  business of the Company was structuring
and  marketing of  mortgage-backed  securities,  as well as the  acquisition  of
select commercial real estate for its own account.  Effective December 31, 1998,
the  Company  discontinued  the  mortgage  business  and was  reclassified  to a
development  stage  Company,  for a period of six  months.  The  purpose  of the
development stage Company was to acquire other operating companies.

On June 25, 1999, the Company  acquired all of the  outstanding  common stock of
American Internet  Technical Center.  American Internet  Technical Center,  Inc.
("AITC"), is a Florida corporation, established on April 15, 1998, to design and
host websites and to provide e-commerce  programs,  marketing and other Internet
services. Hosting services, including search engine registrations, are typically
six-month to one-year contracts.

During the year ended June 30, 1999,  the Company  re-negotiated  its  agreement
with  AITC's  principal   stockholders   and   subsequently   merged  AITC  with
WRIwebs.com, Inc. ("WRI") effective December 1, 1999.

The Company acquired Trilogy International, Inc. ("Trilogy"), which it owned and
operated from  December 1, 1999 through June 30, 2000 before  selling 81% of its
interest in Trilogy effective June 30, 2000.

The Company acquired Vista Vacations  International,  Inc.  ("Vista"),  which it
owned and operated  from April 1, 2000  through June 30, 2000 before  rescinding
the acquisition and retaining a 19% interest in the surviving corporation.

On May 12, 2000, the Company acquired Lorilei Communications, Inc., which it has
owned and operated since June 1, 2000.

The Company as it  currently  exists is a holding  Company with one wholly owned
subsidiary,  Lorilei  and one  affiliate,  WRI  which  it  wholly  owns  but for
accounting  purposes reports on a 20% equity basis due to  reacquisition  rights
held by the former principal stockholder of WRI.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company  considers all cash and
other demand deposits to be cash and cash equivalents.  As of June 30, 2000, the
Company had no cash equivalents.

Property and Equipment

Property and  equipment are stated at cost and are being  depreciated  using the
straight-line  and double declining  balance methods over estimated useful lives
of five to forty years.

                                       52
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Revenue and Cost Recognition

Revenues from long-term contracts are recognized on the percentage-of-completion
method,  measured by comparing the  percentage of costs  incurred to date versus
estimated total costs for each contract (i.e., cost-to-cost method). This method
is used because management considers total cost to be the best available measure
of progress on the contracts.  Because of inherent  uncertainties  in estimating
costs,  it is possible that the estimates used will change within the near term.
Contract costs include all direct  material and labor costs,  and those indirect
costs related to contract performance, such as subcontractors, equipment rental,
supplies,  and certain general  administrative  expenses are charged to expense.
Provisions for estimated losses on uncompleted  contracts are made in the period
in which such losses are determined.

The asset,  "Costs and estimated  earnings in excess of billings on  uncompleted
contracts"  represents revenues in excess of costs. The liability,  "Billings in
excess of costs and estimated  earnings on  uncompleted  contracts,"  represents
billings in excess of revenues recognized.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

Principles of Consolidation

The  consolidated   financial   statements  include  the  accounts  of  AmeriNet
Group.com, Inc.; its former wholly owned subsidiary, American Internet Technical
Center, Inc.; its affiliate company  WRIwebs.com,  Inc.; its former wholly owned
subsidiary  Trilogy  International;  its former  wholly owned  subsidiary  Vista
Vacations;  and its wholly owned subsidiary  Lorilei  Communications at June 30,
2000.  All  inter-company  accounts and  transactions  have been  eliminated  in
consolidation.

                                       53
<PAGE>


The  financial  statements  as presented  reflect the Company for the year ended
June  30,  2000,  American  Internet  Technical  Center,  Inc.,  for  accounting
purposes, for the 5 months ended November 30, 2000; 20% of WRI (accounted for on
the equity method) for the 7 months ended June 30, 2000; Trilogy  International,
Inc. for the 7 months ended June 30, 2000; Vista Vacations  International,  Inc.
for the 3 months  ended June 30, 2000 and Lorilei  Communications,  Inc. for one
month ended June 30, 2000.

The operating  results for Trilogy and Vista  Vacations are reported as "loss on
operations of discontinued subsidiaries" as of June 30, 2000.

Advertising

Advertising costs are expensed when incurred.  The advertising cost incurred for
the year ended June 30, 2000 was $13,213 and $792 for the six months  ended June
30, 1999.

Basis Loss Per Shares

Basic loss per common share is computed by dividing the net loss by the weighted
average number of shares of common stock outstanding during the year.

Diluted Loss Per Shares

Fully  diluted loss per common share is computed by dividing the net loss by the
weighted average number of shares of common stock outstanding during the year.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Income Taxes

The  Company  provides  for income  taxes under the  provisions  of SFAS No. 109
"Accounting  for Income  Taxes."  SFAS No. 109  requires an asset and  liability
based  approach in accounting for income taxes.  Deferred  income tax assets and
liabilities  are  recorded to reflect the tax  consequences  on future  years of
temporary  differences of revenue and expense items for financial  statement and
income tax purposes.  Valuation  allowances are provided against assets that are
not likely to be realized.

                                       54
<PAGE>

NOTE 3 - CONSULTING AGREEMENT

In September  1998, the Company entered into a consulting  arrangement  with the
Yankee Companies,  Inc.,  ("Yankee"),  a related party, for services relating to
reorganization, mergers, acquisitions and other strategic corporate development,
which  was  formalized  in a written  agreement  dated  November  24,  1998.  As
compensation Yankee was granted an option to purchase up to 10% of the Company's
outstanding and reserved common stock for a maximum of $60,000.

The option term  commenced on the 60th day after the  execution of the agreement
and will  terminate at the close of business on the 45th  business day after the
shares of common stock into which they can be exercised are  registered for sale
to the public under applicable  federal and state securities laws. The agreement
also allows the options to be exercised at a 50% discount if exercised  prior to
such registration.

By amendment to the original  consulting  agreement in November  1999,  Yankee's
option was  modified  whereby it now has the option to  purchase  12 1/2% of the
Company's outstanding and reserved common stock for an aggregate of $90,000.

If the option had been exercised on June 30, 2000, the Company would have issued
approximately  2,157,733 shares under this agreement for $90,000,  approximately
$0.04 per share. Assuming that the Company's authorized  capitalization  remains
at 20,000,000  shares of common  stock,  the maximum  number of shares  issuable
under the terms of this agreement will be 2,500,000  shares for $90,000 or $0.04
per share.  Had the options been  exercised at the 50%  discount,  the 2,157,733
shares  would have been issued for $45,000  ($0.02 per share) and the  2,500,000
would have been issued for $45,000 ($0.02 per share).

In addition to the stock options, Yankee is entitled the following compensation:

(1)      In the event that Yankee  arranges or provides  funding for the Company
         on terms more  beneficial  than those  reflected in  Company's  current
         principal  financing  agreements,  Yankee  will  be  entitled,  at  its
         election, to either:

        (a)    A fee equal to 25% of such savings, on a continuing basis; or

        (b)    If equity funding is provided  through Yankee,  a discount of 10%
               from the bid price for the equity securities,  if they are issued
               as free  trading  securities,  or, a discount of 50% from the bid
               price for the equity securities, if they are issued as restricted
               securities.

(2)       In the event that Yankee  generates  business  for the  Company,  then
          Yankee  shall be  entitled to a  commission  equal to 10% of the gross
          income derived by the Company, on a continuing basis.

(3)       In the event that Yankee  arranges for an  acquisition by the Company,
          then  Yankee  shall be entitled  to  compensation  equal to 10% of the
          compensation paid.

                                       55
<PAGE>

NOTE 3 - CONSULTING AGREEMENT, continued

(4)      In addition to all other compensation  reflected in the agreement,  the
         Company shall,  after one year following  execution of this  agreement,
         pay to Yankee the sum of $5,000 per month,  throughout  the  balance of
         this agreement or any renewals.

NOTE 4 - ACQUISITIONS, RESCISSIONS AND SALES

American Internet Technical Center

During October 1999, the Company  re-negotiated its agreement with AITC's former
principal  stockholders,  who agreed to return 932,756 of the 1,486,736 AmeriNet
shares  originally  issued to them in exchange for release from their multi-year
employment agreements and $48,000, payable in six monthly installments of $8,000
each,  beginning October,  1999, and agreed to the cancellation of all rights to
receipt of additional, performance-based shares. Consequently, Yankee Companies,
Inc.  ("Yankee") returned 94,602 shares of common stock initially issued as part
of the AITC  acquisition for $4,800.  The Company retired these shares of common
stock.

WRIwebs.com, Inc.

On November 30, 1999, the Company merged  American  Internet  Technical  Center,
Inc. with  WRIwebs.com,  Inc.  ("WRI").  As  consideration,  the Company  issued
531,000 shares of its common stock to the  shareholders of WRI and 53,100 shares
of its common stock to Yankee. In addition,  the Company agreed to provide up to
$300,000 in financing within 120 days after the completion of the merger and the
filing of the required  reports with the United States  Securities  and Exchange
Commission.

WRI Subject to Partial Re-Acquisition Rights

In  connection  with the  acquisition,  the  agreement  provides that the former
majority stockholder of WRI, Michael Caputa,  retains the right, for a period of
two years  starting on the 182nd day  following  completion  of the  Merger,  to
exchange all of his AmeriNet  securities  issued  pursuant to the  agreement for
between seventy and eighty per cent of the Surviving Corporation's Common Stock.
In addition,  if Mr. Caputa exercises his  re-acquisition  rights, the Surviving
Corporation  would be obligated to repay any funds that AmeriNet has advanced to
WRI together with interest at 6% and Mr. Caputa would guarantee payment. So long
as Mr. Caputa retains the  Re-Acquisition  Rights,  the Company accounts for the
investment in WRI under the equity method and recognizes 20 percent of WRI's net
income or losses.

Equity in losses of this affiliate was $86,286 for the year ended June 30, 2000.
The  Company  has a  receivable  due from this entity of $211,515 as of June 30,
2000.

Trilogy International, Inc.

On December 1, 1999, the Company,  through a wholly owned  subsidiary,  acquired
all  of  the  outstanding  common  stock  of  Trilogy  International,   Inc.  (a
development  stage  Company).  As  consideration,  the Company issued  1,817,273
shares of common stock to the  shareholders  of Trilogy,  and 181,727  shares to
Yankee as consideration for its assistance in completing the acquisition.


                                       56
<PAGE>

NOTE 4 - ACQUISITIONS, RESCISSIONS AND SALES, continued

As of June 2000,  the Company  provided  Trilogy with $672,015 of the originally
planned $900,000 of financing.  Trilogy failed to meet its financial  objectives
by a wide margin.  The Company  entered into an  Agreement,  effective  June 30,
2000,  whereby 81 per cent of Trilogy was sold to the former founders of Trilogy
and a group of outside  investors.  In  consideration,  the former  founders  of
Trilogy  returned  1,051,726  shares of the Company's  common stock; the Company
extinguished the Trilogy debt in the amount of $672,015. The Company experienced
a loss on the sale of its 81% of its  interest  in  Trilogy of  $1,285,736.  The
resulting  investment  of the  Company  in its  19%  interest  in the  Surviving
Corporation  was  $1,734,205.  Due to the  negative  net worth of the  surviving
corporation the Company has also written off this investment as an impairment.

In as much as its Trilogy  subsidiary  was sold on June 30, 2000,  the loss from
operations of $1,518,482  is included in the  Company's  consolidated  financial
statement as "loss on  operations  of  discontinued  subsidiaries"  for the year
ending June 30, 2000 (see Note 8).

Vista Vacations International, Inc.

On March 13, 2000, the Company  acquired all of the outstanding  common stock of
Vista  Vacations  International,  Inc.  (Vista is a cruise  and  leisure  travel
marketing,   training   and   reservations   organization   serving   home-based
professional  sellers of vacation travel.) As consideration,  the Company issued
286,667  unregistered  shares  of the  Company's  common  stock  to  the  former
shareholders of Vista and issued an additional 22,000 shares of its common stock
to Yankee as consideration for their assistance in completing the acquisition.

Subsequent to the  acquisition of Vista,  it became apparent to the Company that
the assets of Vista were  overstated  by the sellers at the date of  acquisition
and that the prospects for profitability of Vista operations were doubtful.  The
Company entered into a rescission  agreement whereby all shares of the Company's
common stock issued in  connection  with the  acquisition  were  returned to the
Company.  The Company retained 19% of the surviving  corporation in exchange for
the  extinguishment  of the $135,000  previously  advanced to Vista.  Due to the
negative  net  worth  of the  surviving  corporation,  the  Company  wrote  this
investment off as an impairment.

The effective date of the Vista  acquisition was April 1, 2000 and the effective
date of the rescission was June 30, 2000. The losses from operations of Vista in
the amount of  $207,954  for the three  months  ending  June 30,  2000 have been
included  in the  Company's  consolidated  financial  statement  as  "loss  from
operations of discontinued subsidiaries" (see Note 8).

Lorilei Communications, Inc.

On May 12, 2000,  the Company  acquired all of the  outstanding  common stock of
Lorilei Communications,  Inc. As consideration,  the Company issued an aggregate
of 629,761 shares of its common stock.

The acquisition of Lorilei was recorded using the purchase method of accounting.
The results of operations  since the date of  acquisition  on June 1, 2000,  for
accounting  purposes,  are  included  in the  Company's  consolidated  financial
statements  for the period  ending  June 30,  2000.  Goodwill  of  $717,450  was
recorded in this  transaction  and is being  amortized over five years using the
straight line method.

NOTE 4 - ACQUISITIONS, RESCISSIONS AND SALES, continued

The following  summarizes the fair value of the assets  acquired and liabilities
assumed of Lorilei Communications, Inc.:

         Cash                                                         $ 3,213
         Accounts receivable                                          211,663
         Property and equipment                                       367,300
         Accounts payable                                            (204,284)
         Accrued expenses                                              (3,468)
         Billings in excess of cost and estimated earnings
           on uncompleted contracts                                   (95,358)
         Loans payable                                               (369,992)
         Capital lease obligations                                    (79,030)
                                                                ---------------
         Net assets                                                $ (169,956)
                                                                ===============
                                       57

<PAGE>

NOTE 5 - AMORTIZATION OF GOODWILL

Goodwill  represents  the  amount  by which  the  purchase  price of  businesses
acquired  exceeds the fair  market  value of the net assets  acquired  under the
purchase method of accounting.

The excess of the fair value of the net assets of WRI  acquired was $943,365 and
was recorded as goodwill.  Goodwill is being amortized on a straight-line method
over three years.  The accumulated  amortization of the excess fair value of net
assets of the Company acquired over cost is $183,432 at June 30, 2000.

The  excess  of the  fair  value  of the net  assets  of  Trilogy  acquired  was
$4,011,107  and was  recorded as  goodwill.  Goodwill  was being  amortized on a
straight-line  method over three  years.  The  accumulated  amortization  of the
excess fair value of net assets of the Company  acquired  over cost was $777,577
at June 30, 2000.  Upon the sale of 81% of Trilogy the  un-amortized  portion of
the goodwill was reduced to zero.

The excess of the fair value of the net assets of Vista  acquired  was  $426,441
and was recorded as goodwill.  Goodwill was being  amortized on a  straight-line
method over three years.  The accumulated  amortization of the excess fair value
of net assets of the Company  acquired  over cost was $34,562 at June 30,  2000.
Upon the rescission of the acquisition effective June 30, 2000, the un-amortized
portion of the goodwill was reduced to zero.

The excess of the fair value of the net assets of Lorilei  acquired was $717,450
and was recorded as  goodwill.  Goodwill is being  amortized on a  straight-line
method over five years. The accumulated amortization of the excess fair value of
net assets of the Company acquired over cost is $14,914 at June 30, 2000.

NOTE 6 - INVESTMENT AND GOODWILL IMPAIRMENT

Pursuant to SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets and
for   Long-Lived   Assets  to  be  Disposed  of,"  the  Company   evaluated  the
recoverability   of  the  long-lived   assets,   primarily   investment  in  the
subsidiaries and goodwill recorded in the acquisition of AITC. Consequently, the
Company  recorded a  non-cash  charge of  $522,012  or $0.05 per share of common
stock,  adjusting the carrying  value of the AITC goodwill to its estimated fair
value of $-0-. Yearly amortization for such goodwill was $92,282.  Upon the sale
of  the  Company's   interest  in  Trilogy  and  the  rescission  of  the  Vista
acquisition,  the Company evaluated its basis in the 19% interest it retained in
the two surviving  corporations.  Consequently,  the Company recorded a non-cash
charge of $1,734,205,  adjusting the carrying value of the investment in Trilogy
to its estimated fair value of $-0-. The Company also recorded a non-cash charge
of $135,000,  adjusting its  investment in Vista to its estimated  fair value of
$-0-.

                                       58
<PAGE>


NOTE 7 - ALLOWANCE FOR DOUBTFUL ACCOUNTS

Accounts  receivable  are recorded net of an allowance for doubtful  accounts of
$5,000 and $57,160 at June 30, 2000 and 1999, respectively.


NOTE 8 - LOSS FROM DISCONTINUED OPERATIONS

On June 30,  2000,  the  Company  entered  into an  agreement  (see Note 3) that
resulted in the  discontinued  operations  of Trilogy  International,  Inc.  The
following is a summary of loss from operations of the  discontinued  subsidiary.

                                                            Seven months ended
                                                              June 30, 2000
                                                            -------------------

Revenues of discontinued operations                              $  104,884
Expenses of discontinued operations                              (1,623,366)
                                                                --------------
Loss from operations of discontinued operations                  (1,518,482)
Loss on disposal of discontinued operation                         (439,269)
                                                                --------------
Loss from discontinued operations                              $ (1,957,751)
                                                                ==============

On June 30,  2000,  the  Company  entered  into an  agreement  (see Note 3) that
resulted in the discontinued  operations of Vista Vacations  International.  The
following is a summary of loss from operations of the discontinued subsidiary.


                                                              Three months ended
                                                                   June 30, 2000
                                                            -------------------

Revenues of discontinued operations                                $   14,176
Expenses of discontinued operations                                  (222,130)
                                                                --------------
(Loss) from operations of discontinued operations                    (207,954)
Gain on disposal of discontinued operation                            207,954
                                                                --------------
Gain from discontinued operations                                    $      -
                                                                ==============


                                       59
<PAGE>

NOTE 8 - LOSS FROM DISCONTINUED OPERATIONS, continued

On March 22, 1999,  the Company  entered into an agreement  that resulted in the
discontinued  operations of the mortgage  finance  business.  The following is a
summary of loss from operations of the discontinued mortgage finance business.


                                                                       1998
                                                                 ---------------

Revenues of discontinued operations                                 $  162,395
Expenses of discontinued operations                                  (331,535)
                                                                ---------------
Loss from operations of discontinued operations                      (169,140)
Loss on disposal of discontinued operation                           (377,275)
                                                                ---------------
Loss from discontinued operations                                 $  (546,415)
                                                                ==============

NOTE 9 - STOCKHOLDERS' EQUITY

During the year ended June 30,  2000,  the Company  issued its common  stock for
acquisitions, for cash and in exchange for services as follows:

(a)       On October 15, 1999, as a result of the rescission of the AITC merger,
          1,027,358  shares of  common  stock  were  returned  to the  Company's
          treasury.

(b)       On December 1, 1999, as a result of the  acquisition  of WRI,  531,000
          shares of common  stock to the former  stockholders  of WRI and 53,100
          shares to Yankee  and  certain  individuals  for their  assistance  in
          accomplishing the acquisition.

(c)       On December 1, 1999, as a result of the  acquisition  of Trilogy,  the
          Company  issued  1,817,273  shares  of  common  stock  to  the  former
          stockholders  of Trilogy  and  181,727  shares to Yankee  and  certain
          individuals for their assistance in accomplishing the acquisition.

(d)       On April 1, 2000, as a result of the acquisition of Vista, the Company
          issued  286,667 shares of common stock to the former  stockholders  of
          Vista  and  22,000  shares  of  common  stock to  Yankee  and  certain
          individuals for their assistance in accomplishing the acquisition.

(e)       On May 11,  2000,  as a result  of the  acquisition  of  Lorilei,  the
          Company   issued   572,519  shares  of  common  stock  to  the  former
          stockholder  of  Lorilei  and  57,272  shares  to Yankee  and  certain
          individuals for their assistance in accomplishing the acquisition.

(f)       On June  30,  2000,  as a result  of the sale of 81% of the  Company's
          interest  in  Trilogy,  the  original  founders  of  Trilogy  returned
          1,051,726  shares of common  stock  that had been  issued to them as a
          result of the acquisition to the Company.

(g)       On  June  30,  2000,  as a  result  of the  rescission  of  the  Vista
          acquisition,  the former stockholders of Vista returned 286,667 shares
          of common stock and those  individuals  who had been  compensated  for
          their  assistance  in  accomplishing  the merger  returned  the 22,000
          shares that had been issued to them.

(h)       During the year ended June 30, 2000, the Company issued 200,000 shares
          of common stock to Xcel Associates as cost of capital and 7,000 shares
          of common stock to Yankee for services rendered.

                                       60
<PAGE>

NOTE 9 - STOCKHOLDERS' EQUITY, continued

(i)       During the year ended June 30,  2000,  the  Company  issued  2,219,001
          shares of common stock resulting from various private placements.  The
          net amount obtained was $1,017,349.

(j)       During the year ended June 30, 2000,  the Company  issued 7,500 shares
          of common stock in exchange for equipment valued at $6,075.

(k)       During the year ended June 30, 2000,  the Company issued 15,000 shares
          of common stock for payment of interest on funds loaned to the Company
          by Xcel Associates. Interest expense of $22,500 was recorded.

(l)       On June 30, 2000,  Yankee, in accordance with the option held by them,
          converted  $98,500 of debt into 788,000 shares of the Company's common
          stock at $0.125 per share. In as much as the Yankee option established
          a  conversion  price  equal to 50% of the then  market  price  for the
          Company's  restricted  common shares,  the Company  recorded  interest
          expense of $98,500.

(m)       The  exercise  of an option  by Palm Air on April 4, 2000 for  200,000
          shares of the  Company's  common  stock at $0.02  per share  created a
          deferred  tax asset for the  Company and a  corresponding  increase in
          paid in capital of $148,400.

(n)       Common stock  options  issued to Yankee during the year ended June 30,
          2000   resulted  in   compensation   expense  to  the  Company  and  a
          corresponding increase in paid-in capital of $1,232,046 (see Note 19).

(o)       Additional paid-in capital of the Company increased by $794,335 due to
          a contribution  of  professional  services  provided to the Company by
          Yankee during the year ended June 30, 2000.

                                       61
<PAGE>

NOTE 10 - COST AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

The following  schedule  presents the status of costs and estimated  earnings on
uncompleted contracts at June 30, 2000 and 1999:

<TABLE>
<S>                                                                      <C>                 <C>
                                                                        2000                 1999
                                                                   -------------      --------------

Costs incurred on uncompleted contracts                               $ 27,213              $ 5,682
Estimated earnings                                                     70,933                5,743
                                                                       -------               -----
            Total                                                       98,146               11,425
            Less: billings to date                                    (103,339)             (91,983)
                                                                      ---------             --------
            Total                                                     $ (5,193)           $ (80,558)
                                                                      =========           ==========

Included in accompanying balance sheet under the following captions:
      Costs and estimated earnings in excess of
        billings on uncompleted contracts                             $ 11,871                  $ -
      Billings in excess of cost and estimated earnings
        on uncompleted contracts                                       (17,064)             (80,558)
                                                                       --------             --------
             Total                                                    $ (5,193)           $ (80,558)
                                                                      =========           ==========

</TABLE>

NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of cash,  accounts  receivable,  loans  receivable,  accounts
payable and loans to stockholders approximates fair value because of their short
maturities.


NOTE 12 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at June 30, 2000 and 1999:
<TABLE>
<S>                                                           <C>                   <C>
                                                              2000                 1999
                                                         ------------------  -------------

Land                                                       $ 25,000                  $ -
Building                                                    197,942                    -
Vehicles                                                     49,220                    -
Furniture and fixtures                                       13,633                    -
Machinery and equipment                                      89,276               33,656
Less: accumulated depreciation                               (7,870)                  -
                                                             -------                  -
            Property and equipment, net                  $  367,201             $ 33,656
                                                           ==========            ========
</TABLE>


Depreciation  expense for the year ended June 30, 2000 and the six months  ended
June 30, 1999 was $13,564 and $-0-, respectively.


                                       62
<PAGE>


NOTE 13 - NOTES PAYABLE

The Company's borrowings consisted of the following at June 30, 2000 and 1999:
<TABLE>
<S>                                                     <C>                <C>
                                                    June 30, 2000       June 30, 1999
                                                  ------------------  -------------------

Working Capital revolving line of credit
agreement with Am-South Bank.  Interest
accrues at 11.5%.                                  $   31,328            $        -

Loan payable to Small Business Loan Source
requiring  monthly payments of $2,094
through March 18, 2022.  The loan accrues
interest at 12.25% and is collateralized
by the building.                                      189,115                     -

Loans payable for vehicles with varying
terms and maturities.  Interest rates
range from 6% to 10%.                                  55,019                     -

Loans  payable to outside  parties with
varying terms and  maturities.  Interest
rates range from 8.5% to 12%.                         136,396                     -
                                                ------------------------------------------

               Total                                  411,858                     -
               Less:  current portion                 171,909                     -
                                                 -----------------------------------------
                                                    $ 239,949                  $  -
                                                  ========================================
</TABLE>

NOTE 13 - NOTES PAYABLE, continued

Maturities of borrowings are as follows:

               Year Ended June 30,
                      2001                                $ 171,909
                      2002                                   23,110
                      2003                                   16,369
                      2004                                   13,386
                      2005                                    8,818
                       Thereafter                           178,246
                                                           ---------

                      Total                                 411,838
                          Less: current portion            (171,909)
                                                           ---------
                                                         $  239,929
                                                          ===========


                                       63
<PAGE>

NOTE 14 - LEASE COMMITMENTS

The Company shares office space in Boca Raton, Florida, with Yankee. The Company
reimburses  Yankee  for 50% of the  rent  paid by  Yankee  on its  lease  of the
premises. Rent expense for the year ended June 30, 2000 was $7,286.

Certain  non-cancelable  leases are classified as capital leases, and the leased
assets  are  included  as part of  property  and  equipment.  Other  leases  are
classified as operating  leases and are not capitalized.  The obligations  under
capital  leases  are  at  fixed  rates  ranging  from  6.5%  to  15.0%  and  are
collateralized by property and equipment.

Property under capital leases at June 30, 2000 consisted of the following:

Machinery and equipment                                   $ 62,011
Less:  accumulated amortization                             (1,714)
                                                           -------
                                 Total                    $ 60,297
                                                          ========


Future minimum  rentals for property under  operating and capital leases at June
30, 2000 are as follows:

<TABLE>
                <S>                                     <C>                  <C>
                                                       Capital            Operating
               Year Ended June 30,                     Leases               Leases
               -------------------                ------------------  -------------------
                      2001                            $ 51,661              $ 8,739
                      2002                              21,043                9,177
                      2003                              13,677                9,635
                      2004                                 928               10,119
                                                   --------------------------------------
         Total minimum lease obligation                 87,309            $ 37,670
                                                                        =================
               Less: interest                          (14,678)
                                                    --------------
               Present value of total minimum           72,631
               Less:  current portion                  (42,857)
                                                    --------------
                                                      $ 29,774
                                                     =============
</TABLE>


                                       64
<PAGE>

NOTE 15 - RELATED PARTY TRANSACTIONS

At   June   30,   2000,   the   Company   had   outstanding   payables   to  its
stockholders/officers in the amount of $317,909. The transactions are summarized
as follows:
<TABLE>
        <S>                                             <C>                     <C>
                                                        June 30, 2000       June 30, 1999
                                                        ------------------  ---------------

        Balance at beginning of period                    $ 29,333                  $ -
        Advances during the period                         288,576               29,333
                                                           --------              ------
        Balance at end of period                         $ 317,909             $ 29,333
                                                         ==========            ========
</TABLE>

Yankee Loan Agreement

Since September 1999, Yankee has been a major source of capital for the Company,
making loans as needed for acquisitions and funding of the Company's investments
in its  subsidiaries  (see Note 3). On May 5, 2000 the  Company  entered  into a
revolving loan agreement with Yankee whereby the Company agreed to pledge all of
its assets as collateral and Yankee agreed to loan the Company up to $1,000,000,
including  the  $276,800  that  already  had been  loaned  as of the date of the
agreement, on a revolving basis at a floating interest rate of 2% over the prime
rate of Chase Manhattan Bank, N.A. (A copy of this loan agreement was filed with
the  Securities  and Exchange  Commission  by the Company on Form 10-QSB for the
period ended March 31, 2000 as filed May 15, 2000.

During the year ended June 30, 2000, Yankee  contributed  professional  services
valued at  $794,335  to the  Company.  The Company  recognized  the  $794,335 as
consulting  fees expense and the entire amount was contributed to the Company as
additional paid in capital.

During  the six months  ended June 30,  1999,  Yankee  contributed  professional
services valued at $217,000 to the Company.  The Company  recognized  $37,428 in
compensation  expense  relating to the stock options and the remaining  $179,572
was contributed to the Company as additional paid-in capital.

The Company rents office space in Boca Raton,  Florida from a stockholder.  Rent
expense for the year ended June 30, 2000 was $7,286.

During the  development  stage ending June 25,  1999,  the  Company's  corporate
offices and certain  management  services  were provided by two of the Company's
stockholders at no cost to the Company.

On February 18, 1999 the Company  issued  150,000  shares of its common stock in
consideration  for  $150,000 of legal and advisory  services  and related  costs
provided by a stockholder,  and Vice President of Yankee.  The fair market value
of the shares was $24,000,  and the remaining  $126,000 was  contributed  to the
Company as additional paid-in capital.

                                       65

<PAGE>


NOTE 16 - SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information:
<TABLE>
<S>                                                         <C>                 <C>                   <C>               <C>
                                                           June 30,           December 31,         June 30,            June 30,
                                                             2000                1998                1999                1998
                                                       ------------------  -----------------   -----------------   -----------------

Cash paid for interest                                   $    8,123          $ 127,257            $       -            $ 65,774
                                                         ==========         ==========           ===========           ========
Cash paid for income tax                                 $        -          $       -            $       -            $      -
                                                         ==========         ==========           ===========           ========

Non cash investing and financing activities:

Common stock issued for equipment                        $    6,075          $       -            $        -           $      -
                                                         ==========         ==========           ===========           ========
Common stock issued for interest                         $  121,000          $       -            $        -           $      -
                                                         ==========         ==========           ===========           ========
Common stock issued for acquisitions                     $4,758,068          $       -            $1,636,736           $      -
                                                         ==========         ==========           ===========           ========
</TABLE>

NOTE 17 - LEGAL MATTERS

The Company from time to time is a party to various  legal  proceedings.  In the
opinion of management,  none of the  proceedings are expected to have a material
impact on its financial position or results of operations.


NOTE 18 - CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially expose the Company to concentrations of
credit risk, as defined by Statement of Financial  Accounting Standards No. 105,
consist primarily of trade receivables. The Company's officers have attempted to
minimize this risk by monitoring the companies for which it provided credit.

NOTE 19 - INCOME TAXES

The following  table  reconciles the income tax benefit at the US statutory rate
to that in the financial statements:
<TABLE>
<S>                                                       <C>                     <C>

                                                           June 30, 2000        June 30, 1999
                                                       -------------------  -------------------

Taxes computed at 34%                                    $ (2,465,472)           $ (87,114)
Goodwill amortization                                           5,071                    -
Impairment charges                                            813,078                    -
Compensation on stock option grants                           431,646                    -
Net oprating losses and other losses                         (563,524)            (107,061)
Losses on discontinued operations                             566,522                    -
                                                             --------            -----------
Income tax benefit                                       $ (1,212,679)          $ (194,175)
                                                         =============          ===========

</TABLE>


                                       66
<PAGE>

NOTE 19 - INCOME TAXES. continued

As of June 30, 2000, AmeriNet  Group.com,  Inc. had an unused net operating loss
carryforward  of $2,339,658  available for use on its future  corporate  federal
income  tax  returns.  This  amount  includes  the net  operating  losses of its
subsidiary,  Lorilei, since the date of acquisition. The Company's evaluation of
the tax benefit of its net  operating  loss carry  forward is  presented  in the
following  table.  The tax amounts  have been  calculated  using the 34% federal
income tax rate.
<TABLE>
<S>                                                     <C>                 <C>
                                                       June 30, 2000        June 30, 1999
                                                     -------------------  -------------------

Taxes currently payable                                    $        -             $      -
Deferred income tax benefit                                 1,212,679              194,175
Change in beginning valuation allowance                    (1,212,679)            (194,175)
                                                           -----------            ---------
Provision (benefit) for income taxes                        $       -             $      -
                                                            ==========            ==========
</TABLE>

The components of deferred tax assets were as follows:
<TABLE>
<S>                                                        <C>                  <C>
                                                         June 30, 2000        June 30, 1999
                                                        -------------------  -------------------
Deferred tax asset:
    Net operating loss carryforward                         $ 774,233            $ 194,175
    Stock options granted                                     431,646                    -
    Provision for doubtful debts                                1,700                    -
    Accrued interest                                            5,100                    -
                                                               ------             ----------

Net deferred tax asset                                      1,212,679              194,175
                                                           ----------             ----------

Valuation allowance:
    Beginning of year                                        (194,175)            (160,975)
    Increase during the year                               (1,018,504)             (33,200)
                                                           -----------             --------
    Ending balance                                         (1,212,679)            (194,175)
                                                           -----------            ---------

Net deferred taxes                                               $ -                  $ -
                                                                 ====                 ===


Year Loss Originated                                    Year Expiring            Amount
                                                        -------------------  -------------------

December 31, 1997                                         2012                    $ 74,043
December 31, 1998                                         2013                     399,415
June 30, 1999                                             2014                      97,646
June 30, 2000                                             2015                   1,706,054
                                                                                 ---------

   Total available net operating loss                                          $ 2,277,158
                                                                                ===========

</TABLE>

                                       67
<PAGE>

NOTE 20 - STOCK OPTIONS

The Company adopted an Incentive Stock Option Plan and amended its Non-Qualified
Stock  Option  Plan on March 8, 2000.  The  objectives  of these  plans  include
attracting  and  retaining  the best  personnel and promoting the success of the
Company by providing  employees the  opportunity  to acquire  common stock.  The
incentive  stock  option plan  authorizes  the Company to grant up to  2,000,000
common shares of which 365,000 have been granted at June 30, 2000.

During the year ended June 30, 2000, the Company granted 2,252,187 stock options
to certain employees and consultants. The weighted average fair value of options
granted  during the year ended June 30,  2000 are  estimated  on the date of the
grant,  using the  Black-Scholes  option-pricing  model.  The  weighted  average
grant-date fair value of options granted during the year ended June 30, 2000 was
$0.81 for options whose exercise price was equal to the market price on the date
of the grant.  The weighted  average  grant-date  fair value of options  granted
during the year ended June 30, 2000 was $0.60 for options whose  exercise  price
was greater than the market price on the date of the grant. The weighted average
grant-date fair value of options granted during the year ended June 30, 2000 was
$0.23 for options  whose  exercise  price was lower than the market price on the
date of the grant.

The  Company  has  elected to account  for the stock  options  under  Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
related   interpretations.   Accordingly,   no  compensation  expense  has  been
recognized on the employee stock options. The Company accounts for stock options
granted to consultants under Financial  Accounting Standards Board Statement No.
123,   "Accounting  For  Stock-Based   Compensation".   The  Company  recognized
$1,147,896  in  compensation  expense in  connection  with the Yankee  option to
purchase  up to  2,157,733  shares of common  stock  for an  aggregate  price of
$90,000 and $84,150 for 150,000  warrants to purchase  common  stock at $.75 per
share given to two private placement investors for the year ended June 30, 2000.
The Company  recorded  compensation  expense of $37,498 for the six months ended
June 30, 1999.

During the year ended June 30,  2000,  415,000  options were granted to officers
and directors of the Company at exercise  prices ranging from $0.56 to $1.43 per
share.

In connection  with the  acquisition  of Trilogy,  the Company issued a total of
338,940 options and warrants to employees and former  stockholders of Trilogy at
an exercise price of $0.75 per share.

During the year ended June 30, 2000,  Palm Air  exercised  its warrant,  granted
December 11, 1998, and purchased 200,000 shares of common stock for $4,000.  The
Company  recorded a deferred  tax asset in the amount of $148,400 as a result of
this transaction.

During the year ended June 30, 2000, Yankee exercised its Preferred Subscription
Right and purchased  310,000  shares of common stock for an aggregate of $77,500
($.25 per share;  50% of the then current  private  placement  offer in effect.)
Yankee also  exercised its Preferred  Subscription  Right and purchased  844,000
shares of common stock for an aggregate of $105,500 ($.125 per share; 50% of the
then  current  private  placement  offer  in  effect).  As  a  result  of  these
transactions  the  Company   recorded   interest  expense  and  a  corresponding
contribution to additional paid in capital of $369,414.

The fair value of each option is  estimated  on the date of grant using the fair
market option pricing model with the assumption:

                            Risk-free interest rate            6.5 %
                            Expected life (years)              various
                            Expected volatility                1.668
                            Expected dividends                 None

                                       68
<PAGE>

NOTE 20 - STOCK OPTIONS, continued

A summary of option  transactions  during the year ended June 30,  2000 is shown
below:

<TABLE>
<S>                                                      <C>                    <C>
                                                        Number             Weighted-Average
                                                        of Shares             Exercise Price
                                                ---------------------   ---------------------

Outstanding at July 1, 1999                              1,009,488           $ 0.07
Granted                                                  2,252,187           $ 0.55
Exercised                                                 (200,000)          $ 0.02
Forfeited                                                        -
                                                                 -
                                                         ---------
Outstanding at June 30, 2000                             3,061,675
                                                         =========
Exercisable at June 30, 2000                             2,696,675
                                                         =========
Available for issuance at June 30, 2000                  2,738,133
                                                         =========
</TABLE>

NOTE 21 - SUBSEQUENT EVENTS

The Company organized a new Florida subsidiary,  AmeriNet  Communications,  Inc.
("AmeriCom"), and assigned it all of Lorilei's assets, personnel and operations,
including the fictitious  names "The Firm  Multimedia"  and "Ocala New Tonight."
Record title to certain  assets will remain in Lorilei until  required  consents
are  obtained;  however,  Lorilei will hold such assets as trustee for AmeriCom.
AmeriCom agreed,  in consideration  for the assignment of Lorilei's  assets,  to
make the mortgage,  equipment  lease and financing  payments as well as to repay
funds  loaned to Lorilei by the  Company.  AmeriCom  intends to  refinance  such
liabilities on competitive terms from one or more financial institutions.

The Company is  authorized  to issue  5,000,000  shares of preferred  stock at a
$0.01 par value. On July 3, 2000, the Company filed a certificate of designation
creating  the Class A Preferred  Stock,  for 500,000  shares.  These  shares are
convertible  in nature  and at  September  25,  2000,  49,393  shares of Class A
Preferred Stock had been issued.


NOTE 22 - GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
organization  will continue as a going concern.  The  organization  has negative
cash flows from  operations and an accumulated  deficit that raises  substantial
doubt about its ability to continue as a going concern. The financial statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.

The Company's  continued  existence as a going concern will require the infusion
of new capital and  businesses.  It is anticipated  that the Company will effect
this  transition  through the  acquisition  of  companies  that will  operate as
subsidiaries.  The  Company's  continuation  is  dependent  upon its  ability to
acquire profitable businesses, control costs, and attain a satisfactory level of
profitability with sufficient financing capabilities or equity investment.


                                       69
<PAGE>

              ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

     Except for a disagreement  which has become moot with Bowman & Bowman,  our
company's  auditors for the year ended  December  31,  1998,  there have been no
disagreements  with our company's  auditors  during the past two fiscal years in
any  matters  of  accounting   principles  or  practices,   financial  statement
disclosure , or auditing  scope or  procedures  which,  if not resolved to their
satisfaction  would have  caused them to make  reference  to the matter in their
report.   Disclosure  concerning  the  disagreement  with  Bowman  &  Bowman  is
incorporated  by  reference  to our  company's  report on Form  10-KSB/A for the
fiscal year ended June 30, 1999, as permitted by Commission Rule 12b-23.


                                    PART III

      ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
                COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

BOARD OF DIRECTORS

CORPORATE GOVERNANCE

     In accordance with the Delaware  General  Corporation Law and our company's
certificate of incorporation and bylaws,  our company's  business,  property and
affairs are managed  under the  direction  of its board of  directors.  Although
directors  are not  involved  in  day-to-day  operating  details,  they are kept
informed  of our  company's  business  through  written  and  oral  reports  and
documents  provided to them  regularly,  as well as by operating,  financial and
other reports  presented by the president  and our company's  other  officers at
meetings of the board of directors and committees thereof.

     The directors hold office until the next annual meeting of the stockholders
and until  their  successors  have been duly  elected  or  qualified.  Committee
members serve at the pleasure of our company's board of directors. Our company's
board  of  directors  sets  corporate  policies  which  are  implemented  by our
company's  management  and when  applicable,  the  management  of our  company's
subsidiaries. In the event that our company's board of directors determines that
a member faces a conflict of interest,  for any reason,  it is expected that the
director will abstain from voting on the matter which raised the issue.

     No  member  of  our  company's  board  of  directors  has  resigned  due to
disagreements.

Meetings of the Board of Directors

     Our  company's  board of  directors  held 14  meetings  during  the  period
commencing  on July  1,  1999  and  ending  on June  30,  2000,  principally  by
teleconference. In addition our company's board of directors passed 17 series of
resolutions by unanimous written consent in lieu of meetings during such period.
Each of the incumbent  directors attended at least 75% of the board of directors
and committee meetings to which the director was assigned,  except for Ms. Field
who has resigned due to the time  required for her other  business  commitments.
The  incumbent  directors  in the  aggregate  attended  90% of  their  board  of
directors and assigned committee meetings.

Committees of the Board of Directors.

     The board of directors has established two standing  committees,  the audit
committee and the executive  committee.  Directors'  committee  memberships  are
included in the table  listing our  company's  executive  officers and directors
beginning on page 71.

     Our company's board of directors  created an audit committee in November of
1998. The audit  committee meets with management to consider the adequacy of our
company's  internal  controls and the  objectivity  of our  company's  financial
reporting,  selects the nominees for  independent  auditors and  coordinates the
flow of information between our company and its independent auditors in order to
assure  timely  compliance  with  reporting  obligations.  In addition,  it must
participate with management in the preparation of the management  discussion and
analysis materials filed in Commission reports, which it must approve along with
our company's  financial  statements prior to filing. In most cases to date, the
bulk of the audit  committee's  work has been performed by its chair.  As of the
date of this Report,  Mrs.  Field,  who served as Chair until  November 4, 1999,
advised our company  that three  meetings of the audit  committee  had been held
since its creation in November of 1998 and Mr.  Lipson,  who succeeded Ms. Field
as Chair,  has held 4 meetings  since he assumed the role of Chair,  although he
has also conducted  detailed personal  meetings with our company's  auditors and
our  company's  chief  financial   officer  to  develop  and  implement   proper
procedures.

                                       70
<PAGE>


     The executive committee,  as authorized by our company's Bylaws,  exercises
all the authority of the board of directors  between  regular board of directors
meetings,  except  that it does  not have  the  authority  to:  (i)  approve  or
recommend to stockholders  actions or proposals required by the Delaware General
Corporation Law to be approved by  stockholders;  (ii) designate  candidates for
the office of director for purposes of proxy  solicitation  or otherwise;  (iii)
fill  vacancies on the board of directors or any committee  thereof;  (iv) amend
our  company's  bylaws;  (v) authorize or approve the  re-acquisition  of shares
unless  pursuant  to a  general  formula  or  method  specified  by the board of
directors; or (vi) authorize or approve the issuance or sale of, or any contract
to  issue or sell,  shares  or  designate  the  terms of a series  of a class of
shares.  The  executive  committee  was formed as a result of the  difficulty in
calling frequent board of directors meetings due to the conflicting schedules of
its members and the  requirement  for  frequent  board of  directors'  action in
conjunction with  implementation of our company's  strategic plan. The executive
committee may exercise the full power and authority of the board of directors to
the extent permitted by Delaware law. This committee  generally meets monthly or
when action is  necessary  between  scheduled  board of  directors  meetings,  a
limited  time  frame  exists  and a board of  directors  quorum  is not  readily
available.  The  committee  was  formed  after  June 30,  1999,  and,  since its
inception acted by unanimous written consent in lieu of meeting five times.

     It is expected that membership on the board of directors will be set at ten
persons at the next annual  meeting of  stockholders.  Yankees also  recommended
that our company's  board of directors form a regulatory  affairs  committee and
that suggestion is expected to be implemented by the board of directors  elected
at the annual  stockholders'  meeting.  The regulatory affairs committee will be
responsible  for working with our company's  general  counsel,  chief  financial
officer and audit committee chair to develop and implement  procedures  designed
to avoid  violations of law. Such  procedures are expected to initially focus on
transactions in our company's  unregistered  securities and  transactions by our
company's  officers,  directors  and  holders of 10% or more of any class of its
equity  securities;  compliance with restrictions on commercial use of facsimile
transmission  and the Internet by our company's  subsidiaries;  and,  compliance
with laws governing multi-level  marketing.  The regulatory affairs committee is
also expected to create a working group which, in addition to its members,  will
include  members of the boards of directors of our  company's  subsidiaries  and
other  personnel  whose  background  and  experience  will  help to  attain  the
committee's goals.

     Our company  anticipates  that our company's board of directors  elected at
the  annual  stockholders  meeting  will  also  form  a  derivative   litigation
committee, as called for by our company's Certificate of Incorporation.

     Our company does not currently have compensation or nominating  committees,
such functions  having been  delegated to Yankees  during Mr.  Granville-Smith's
tenure as our company's sole director,  although the board of directors  retains
all authority in conjunction with decisions on such matters, Yankees' role being
solely  advisory.  In addition,  pursuant to its  consulting  agreement with our
company, Yankees identifies potential acquisition candidates for our company and
conducts negotiations with them on our company's behalf, subject in each case to
specific  ratification  by the  board  of  directors  prior  to  entry  into any
agreements.  It is anticipated that Yankees will become materially less involved
in assisting our company as income from operations  becomes available to pay for
full time corporate level personnel.  As independent  resources become available
and our company becomes less financially dependent on continuing  investments by
Yankees,  the board of directors will form its own compensation,  nomination and
acquisition committees.

                        EXECUTIVE OFFICERS AND DIRECTORS

     The following  persons have served in the positions  indicated on the table
below, since July 1, 1999:

Name                       Age     Term     Positions

Lawrence R. Van Etten      63      (12)     President, chief operating officer,
                                            director and executive
                                            committee member; director nominee.
Charles J. Scimeca         53      (1)(2)   Acting president, chief executive
                                            officer, director.
Michael Jordan             46      (3)(12)  President, director, executive
                                            committee member.
G. Richard Chamberlin      53      (1)(10)  Acting secretary, general counsel,
                                            director, executive committee
                                            member; director nominee.

                                       71

<PAGE>


Name                      Age     Term     Positions

Penny Adams Field         43      (1)(6)   Director, audit committee chair.
Anthony Q. Joffe          58      (1)(6)   Director, audit committee and
                                           executive committee member; director
                                           nominee.
Mark Granville-Smith      42      (4)      Director.
J. Bruce Gleason          56      (5)      Director;  director nominee.
Saul B. Lipson            51      (7)(6)   Director, audit committee chair,
                                           executive committee member; director
                                           nominee.
Edward C. Dmytryk         53      (7)(6)   Director, audit committee member;
                                           director nominee.
Michael A. Caputa         29      (8)      Director.
Carol A. Berardi          45      (9)      Director.
Dennis A. Berardi         54      (9)      Director.
Vanessa H. Lindsey        29      (10)     Director & secretary; director
                                           nominee.
David K. Cantley          62      (11)     Vice president, treasurer, chief
                                           financial officer, director; director
                                           nominee.
--------
(1)       Elected on November 6, 1998, to serve, in the case of directors, until
          the next annual meeting of our company's  stockholders and until their
          successors  are elected and assume their office,  unless their earlier
          resignations are accepted by our company's board of directors: and, in
          the case of officers,  to serve at the pleasure of our company's board
          of  directors.  Ms. Field  resigned  due to lack of available  time on
          March 1, 2000.

(2)       Mr. Scimeca resigned as our company's acting president and as a member
          of our company's board of directors on August 5, 1999.

(3)       Our  company's  board  of  directors  elected  Michael  Jordan  as its
          president and as a member of its board of  directors,  effective as of
          August 6, 1999. Mr. Jordan resigned as our company's  president on May
          22, 2000.  Mr.  Jordan's  term as a member of our  company's  board of
          directors will expire  following the election and  installation of his
          successor  (assuming Mr. Jordan is not  re-elected) at the next annual
          meeting of stockholders.

(4)       In  accordance  with the terms of a settlement  agreement  between our
          company and Edward  Granville-Smith,  Jr. (who served as our company's
          principal officer and sole director from 1995 until November of 1998),
          our company elected his son, Mark  Granville-Smith  as a member of our
          company's board of directors,  effective July 1, 1999.  Details of the
          settlement  agreement were  disclosed in our company's  report on Form
          10-KSB for the year ended  December  31, 1998 and such  agreement  was
          filed as an exhibit thereto.  Mr. Mark  Granville-Smith  resigned as a
          member of our company's board of directors of our company on September
          17, 1999, for personal  reasons.  The  resignation did not involve any
          disagreements  with our company and a copy of his  resignation  letter
          was filed as an exhibit to our company's report on Form 10-KSB for the
          fiscal year ended June 30, 1999.

(5)       In conjunction  with the  acquisition of American  Internet  Technical
          Center, Inc., a Florida corporation  ("American  Internet"),  J. Bruce
          Gleason, the president, founder and a member of the board of directors
          of American  Internet,  was elected as a member of our company's board
          of directors for a term  commencing  on July 1, 1999,  and expiring on
          the earlier of December 31, 1999, or the conclusion of the next annual
          meeting of our  company's  stockholders,  provided  that his successor
          will have been duly elected and assumed office.

(6)       The audit  committee has been  comprised of Ms. Field,  (who served as
          chair from its creation  until November 4, 1999 and as a member of the
          committee  until March 1, 2000),  Mr.  Joffe (who has served since its
          creation),  Mr.  Lipson,  who was  elected as a member and as chair on
          November  4,  1999 and Mr.  Dmytryk  (who was  elected  as a member on
          November 4, 1999).

(7)       Messrs.  Lipson and Dmytryk  were elected to the board of directors on
          November  4, 1999 for a term  expiring  at our  company's  next annual
          meeting of  stockholders  and will be nominated for re-election to our
          company's board of directors at the next annual stockholders meeting.


                                       72

<PAGE>



(8)       Mr. Caputa was elected on December 2, 1999,  for a term expiring after
          our company's next annual meeting of stockholders;  however he will be
          nominated for  re-election to our company's  board of directors at the
          next annual stockholders meeting.

(9)       Mr. and Mrs.  Berardi  were  elected on December  2, 1999,  for a term
          expiring  after our  company's  next annual  meeting of  stockholders.
          However,  they  resigned in  conjunction  with the change in Trilogy's
          status  (see "Part III,  Item 12,  Certain  Relationships  and Related
          Transactions") on June 7, 2000.

(10)      Mrs.  Lindsey was elected as our  company's  secretary,  replacing  G.
          Richard  Chamberlin,  Esquire, in that role, on November 11, 1999. She
          serves at the  pleasure  of the board of  directors  but has agreed to
          remain in that office until  December  31, 2000.  She was elected as a
          member of our company's board of directors on April 6, 2000, replacing
          Ms. Field. Mr. Chamberlin resigned as our company's general counsel on
          March 31, 2000.  Mr.  Chamberlin and Ms. Lindsey will be nominated for
          re-election  to our  company's  board of  directors at the next annual
          stockholders meeting.

(11)      On February  17, 2000,  David K. Cantley was elected as our  company's
          vice president,  treasurer and chief financial  officer.  He serves at
          the pleasure of the board of directors in such roles.  Effective  July
          1, 2000 Mr. Cantley was elected as a member of our company's  board of
          directors  for a term  expiring  after  its  next  annual  meeting  of
          stockholders;  however,  he will be nominated for  re-election  to our
          company's board of directors at the next annual stockholders meeting.

(12)      Mr.  Van  Etten was  elected  as a member  of our  company's  board of
          directors  on May 22, 2000 for a term  expiring  after its next annual
          meeting of stockholders; however, he will be nominated for re-election
          to our  company's  board of directors at the next annual  stockholders
          meeting. He was elected as our company's president and chief operating
          officer on May 22, 2000 and serves in such  offices at the pleasure of
          the board of directors.

     The following biographies disclose information  concerning the business and
professional  activities  of the members of our  company's  board of  directors,
executive officers and other persons deemed material employees.

Executive Officers and Directors:

Lawrence R. Van Etten

     Mr. Van Etten,  age 63,was elected as acting  president and chief operating
officer and a member of our  Company's  board of directors on May 22, 2000.  Mr.
Van Etten graduated from New York Military Academy, Cornwall On Hudson, New York
in 1954;attended  Gettysburg College,  Gettysburg,  Pennsylvania from 1954 -1956
and Marist College,  Poughkeepsie,  New York from 1981-1982 . He was employed by
IBM from 1956,  until 1987,  where he held several senior  management  positions
including Corporate Control Operations Manager, Corporate Scheduling Manager and
Director of Logistics  Special  Processes.  Since leaving IBM, Mr. Van Etten has
served as an executive  with several  companies in the United  States and Canada
[Vice President - Remtec,  Inc. Chambly, QC - Manufacturer of Refueling Vehicles
1987-1988;  Vice  President  - The  Enterprise  Group  -  Clearwater  Florida  -
Development  Of  New  Business   Opportunities   1993-1994;   Vice  President  -
International   Digital   Communications   Systems,   Inc.   -   Miami,   FL   -
Telecommunications  Sales - 1996-1998;  President Techtel Communications,  Inc.,
Pompano Beach, FL- CLEC Service Provider 1998 - 1999 ] and owned and managed his
own  consulting  company  [LVE &  Associates  - US & Canada - Several  long term
contracts with Toyada Gosei,  Best Glove Canada,  Remtec,  Inc.  Prestige Auto &
Strategic health  Development  Corporation].  Much of his recent work experience
has dealt with business management  systems,  materials  management,  management
development,  personal computer application software and the Internet. Since May
31,  2000,  Mr.  Van Etten has serves as a member of the board of  directors  of
Colmena Corp., a publicly held Delaware corporation.


David K. Cantley

     David K.  Cantley,  age 62, was elected as our  company's  vice  president,
treasurer  and chief  financial  officer on February 17, 2000 and as a member of
its board of directors  effective July 1, 2000. Mr. Cantley  graduated from Yale
University in 1959.  From 1959 through  1964,  except for six months active duty
with the Pennsylvania National Guard, he worked in his family's structural steel
contracting business, Cantley & Co., Inc., Philadelphia, Pennsylvania. In 1965

                                       73

<PAGE>



he joined the Stouffer  Corporation,  headquartered in Cleveland,  Ohio where he
held various management positions from 1965 through 1974. In 1974 he returned to
Philadelphia  and rejoined the family  business,  Cantley & Co., Inc.,  where he
served as vice-president  until 1978. From 1978 to 1981 Mr. Cantley was employed
as general  manger of the Great Bay Resort & Country  Club,  Somers  Point,  New
Jersey.  In 1981 he joined Bally's Park Place Casino,  Atlantic City, New Jersey
where he was employed as dealer, floor man and pit boss until 1984. From 1984 to
1992 he served as vice- president of Hotel Properties, Inc., Somers Point, NJ, a
private company in the hospitality  real estate  development,  construction  and
management business. He served as president of Full House Resorts, Inc. (NASDAQ:
FHRI) from its  inception in 1992 to 1995.  From 1995 to 1999,  Mr.  Cantley was
associated  with Nevada  Gold & Casinos,  Inc.  (OTC  Bulletin  Board:  UWIN) as
project  director  and  financial  advisor.  He remains an advisory  director of
Nevada Gold & Casinos. Mr. Cantley joined Trilogy  International in July 1999 as
its chief financial officer.

Vanessa H. Lindsey

     Vanessa H.  Lindsey,  age 29, was  elected as our  company's  secretary  on
November 11, 1999 and as a member of our  company's  board of directors on April
6, 2000. From 1993 to 1995 she was employed by Accell Plumbing Systems, Inc., an
Ohio  corporation,  as that company's office manager and bookkeeper.  Since 1995
she has been employed by  Diversified  Corporate  Consulting  Group,  L.L.C.,  a
Delaware limited liability company,  engaged in providing diversified consulting
services and in filing EDGARized  documents for clients with the Commission,  as
that company's chief administrative officer. Since 1996 she has been employed by
the  Southeast  Companies,   Inc.,  a  Florida  corporation,   involved  in  the
entertainment  industry,  in business and political consulting and as a licensed
mortgage brokerage company,  as its chief  administrative  officer and currently
serves as its vice president and secretary.  She is also the secretary and chief
administrative  officer  for the Yankee  Companies,  Inc.,  which  serves as our
company's strategic consultant,  and, for Southern Capital Group, Inc, a Florida
retail  finance  corporation  and  licensed  mortgage  brokerage  business.  She
currently holds the position of secretary of The Marion County Libertarian Party
and was the Campaign Treasurer for the Cyndi Calvo for State Senate,  District 8
Campaign.  Since  January of 1999,  she has served as the  secretary  of Colmena
Corp., a publicly held Delaware  corporation  and was elected as a member of its
board of directors on January 3, 2000.

Michael Jordan

     Michael Jordan,  46 years old, is a resident and native of Miami,  Florida.
From 1972  until  1973 he  attended  the  University  of Miami  where he studied
English  literature.  In 1979,  Mr.  Jordan  obtained a Series 7 and a Series 63
license  from the NASD and in 1982 he obtained a Series 24 license from the NASD
(general  securities  principal).  In  conjunction  with  his  activities  as an
individual  licensed to engage in  securities  transactions  by the NASD, he was
also licensed by the  securities  regulatory  authorities of a number of states.
Since 1985,  Mr. Jordan has been engaged in business as a private  investor.  In
1992, Mr. Jordan  incorporated  Securities  Counseling and  Management,  Inc., a
private consulting firm headquartered in Miami,  Florida, for which he serves as
president and sole director.  In January of 1996,  Mr. Jordan became  secretary,
treasurer  and a member of the board of directors  of Zagreus,  Inc., a publicly
held Delaware  corporation  then  headquartered in Miami,  Florida  ("Zagreus").
Zagreus is an inactive public company in the process of reorganization. In 1998,
Mr. Jordan became an independent consultant for the Southeast Companies, inc., a
Florida  corporation  engaged in  providing  business and  political  consulting
services  and  consumer  financial  services  as a licensed  mortgage  brokerage
company and during 1998,  became  president of a division  thereof  operating in
compliance  with  Florida  fictitious  name  laws  as  Southeast   Counseling  &
Management.  In 1999, Mr. Jordan became a registered  principal  (NASD Series 24
license)  of  Champion  Capital  Corporation,  an NASD  member  firm  located in
Orlando, Florida. On August 6, 1999, Mr. Jordan became a member of our company's
board of directors and was elected as our company's president.

G. Richard Chamberlin

     G. Richard  Chamberlin age 53, has since November 1998,  served as a member
of our company's board of directors and served as our company's  general counsel
until March 31, 2000.  Until  November 11, 1999, he also served as our company's
secretary.  From 1973 to 1974 he served as Trust  Officer  with  Central  Bank &
Trust Company,  Jonesboro,  Georgia. Mr. Chamberlin is a practicing attorney and
is a member of the Georgia Bar, (since 1974), and the Florida Bar, (since 1990).
He is also a member of the Bars for the Federal  District Court for the Northern
District  of  Georgia,  (since  1974)  and the  Federal  District  Court for the
Northern District of Florida (since 1995), the Court of Appeals for the State of
Georgia,  (since  1974) and the  Supreme  Court for the State of Georgia  (since
1974).  Mr.  Chamberlin  is also a member of the Bar for the  Eleventh  District


                                       74

<PAGE>
Court of Appeals,  (since 1982). He is a graduate of Eastern  Military  Academy,
Huntington,  New York (College Prep Diploma,  1964):  The Citadel,  The Military
College of South Carolina,  (B.A., political science,  1968): and the University
of Georgia School of Law, (J.D., 1971). Mr. Chamberlin earned a Certificate from
the American Bankers Association,  National Trust School, (1974). Mr. Chamberlin
is  a  two  term  former  member  of  the  Georgia  House  of   Representatives,
(1979-1983).  In the  State  House,  Mr.  Chamberlin  served  on  the  Following
committees:  House  Journal  Committee,  Natural  Resources  Committee,  Special
Judiciary  Committee and Labor  Committee.  He is a former member of the Counsel
for National  Policy.  He is the founder of the Georgia  Roundtable,  Inc.,  and
served as  President  from  1981 to  1986.:  He is the  founder  of the  Georgia
Heritage Foundation, and served as President from 1982 to 1986. He is the former
Principal of Soul's Harbor Christian Academy, Belleview,  Florida,  (1990-1992).
Mr. Chamberlin  served as national music chairman for the Religious  Roundtable,
Inc.,  at the  premier  event  known as the 1992  National  Affairs  Briefing in
Dallas,  Texas  wherein  President  George  Bush was the  keynote  speaker.  Mr.
Chamberlin  has  received   Resolutions  of  Commendation   from  the  House  of
Representatives  for the Commonwealth of Kentucky,  (1985) and from the House of
representatives  for the State of  Georgia,  (1982).  Mr.  Chamberlin  is former
president and director for Atrieties Development Company,  Inc., a publicly held
corporation  involved in the real estate industry,  (1986 through 1987), and has
held licenses as a real estate agent, (Georgia and Florida). He presently serves
as President of the Citadel Club of Central  Florida,  Inc. Mr.  Chamberlin also
serves as  President of Southern  Capital  Group,  Inc., a Florida  corporation,
("SCG") with offices in Belleview and Ocala, Florida. SCG was founded in 1999 to
consolidate pre existing business lines in the automotive and mortgage business.
Mr.  Chamberlin is also president and sole director of and majority  stockholder
in Sports Collectible  Exchange,  Inc., a Florida corporation,  ("SCE"). SCE was
founded  in 1999  specializing  in the sale  and  distribution  of minor  league
baseball  collectibles.  Mr.  Chamberlin  has agreed to serve  another term as a
member of our company's board of directors, if elected by the stockholders,  but
requested that our company replace him with a general counsel who could dedicate
more time to our  company's  affairs.  Pursuant  to the  terms of our  company's
consulting  agreement with Yankees, our company is permitted to share the use of
Yankees'  general  counsel,  subject to such counsel's  superior  obligations to
Yankees in the event of a conflict of interests. Our company is also required to
pay Yankees for the  reasonable  value of the  services  provided by its general
counsel but can make such payment in shares of our company's  restricted  common
stock. Yankees' current general counsel is George Franjola, Esquire.

Anthony Q. Joffe

     Anthony Q. Joffe,  age 58, has served as a member of our company's board of
directors  since  November,  1998.  He also  serves on its  audit and  executive
committees. Mr. Joffe holds a degree in Aeronautical Engineering Management from
Boston  University,  Boston,  Massachusetts.  Subsequent to his graduation,  Mr.
Joffe was employed as the Quality Control Manager for Cognitronics  Corporation,
a computer  manufacturer,  where he was  responsible  for  overseeing the United
States  Air  Force  compliance  testing  program  as well as  normal  day-to-day
management.  In 1967, Mr. Joffe was employed by General Electric as a production
engineer in the insulating  materials  field. In 1970, Mr. Joffe was employed by
King's  Electronics,   a  RF  coaxial  connector  manufacturer,   where  he  was
responsible  for major  accounts and guided the field sales force.  In 1973, Mr.
Joffe was one of the founders and vice-president of J.S. Love Associates,  Inc.,
a commodity  brokerage house no longer in operation (then  headquartered  in New
York  City).  In 1976,  Mr.  Joffe  formed  and  served as  President  and Chief
Operating Officer of London Futures, Ltd., a commodity broker with 275 employees
in nine offices.  London Futures, Ltd. was closed in 1979 and Mr. Joffe moved to
Florida.  From 1979 until 1986, Mr. Joffe was vice president of Gramco Holdings,
Inc. (and its predecessor companies),  a firm which owned and operated a variety
of companies.  These  companies  included five  cemeteries  and funeral homes in
Broward County, Florida, a 33 acre marina, a general contracting company, a boat
title insurance  underwriting firm, three  restaurants,  a real estate brokerage
company,   a   mortgage   brokerage   company   and  a  leasing   company.   His
responsibilities  involved  supervision  of the  day-to-day  operations  and new
business  development.  From 1986 to 1991, Mr. Joffe served as consultant and/or
principal to a variety of small  businesses  in the South  Florida area. In 1989
Mr. Joffe became President of Windy City Capital Corp., a small publicly traded,
reported  company that was  originally  formed as a "blind pool" for the express
purpose of finding an acquisition  candidate.  Eventually,  a reverse merger was
consummated with a computer software company from  Pennsylvania.  Mr. Joffe then
took the position of President of Rare Earth Metals,  Inc. (and its  predecessor
companies), a small publicly traded company which has purchased Spinecare, Inc.,
a medical  clinic in New York.  Spinecare  changed its name to Americare  Health
Group and relocated  its state  domicile to Delaware.  Since March of 1993,  Mr.
Joffe has performed consulting services for First Commodities,  Inc., an Atlanta
based  commodities  firm, and has been involved in fund raising for the Multiple
Sclerosis Foundation.  He also assisted Digital Interactive  Associates and IVDS
Partnership  with financial  affairs in conjunction with their successful bid to
the Federal  Communications  Commission  for  licenses in the cities of Atlanta,
Georgia,  Minneapolis/St.  Paul, Minnesota, and Kansas City, Missouri. Mr. Joffe
served as the interim president of Madison Sports & Entertainment Group, Inc., a
publicly held Utah corporation then  headquartered in Fort Lauderdale,  Florida,
from September 1, 1994, until February 16, 1996, at

                                       75

<PAGE>

which time he became  its vice  president  and vice  chairman,  chief  operating
officer,  treasurer and chief financial officer until he resigned in 1996. Since
1996,  he has  founded a boat  financing  company and joined  NorthStar  Capital
("NorthStar") as Managing Director. NorthStar is an investment banking firm with
offices in Stamford,  Connecticut and Boca Raton,  Florida which  specializes in
assisting small to mid size private and publicly traded  companies with business
and financial planning; acquisition and divestiture:  financial public relations
and market position advice:  and, treasury services.  In January 1999, Mr. Joffe
was elected to serve as a member of the board of  directors  of Colmena  Corp, a
publicly held Delaware corporation, involved in the telecommunications industry.
In March of 1999,  Mr.  Joffe was elected as chairman of the board of  directors
and in May of 1999, he was elected as the president of Colmena Corp.

J. Bruce Gleason

     Mr.  Gleason,  age 56, was  elected to our  company's  board of  directors,
effective  as of July 1, 1999,  concurrently  with the  acquisition  of American
Internet on June 25, 1999. He co-founded American Internet with Michael D. Umile
in 1998 and served on the board of  directors  of American  Internet  and as its
president,  chief executive officer and chief financial officer until its merger
with WRI. He has a diverse business  background with over 30 years experience in
sales,  marketing and finance.  In 1972 Mr. Gleason received a certified general
accounting  designation  from  the  Certified  General  Accountants  Association
located in Ontario  Canada.  From 1972 until 1974 he was  employed by  Crawford,
Smith & Swallo, a public accounting firm located in Toronto,  Canada. In 1973 he
founded  Photo Shack,  Inc., an Ontario  corporation  which owned and operated a
chain of  seventy,  24 hour film  processing  kiosks in Canada  which he sold in
1976.  In 1982,  he founded  Gourmet  Galley,  Inc.,  and served as president of
frozen food  distribution  in Pompano Beach,  Florida,  until 1990, when he sold
Gourmet Galley,  Inc. to a partner. In 1990, he co-founded Southern Telco, Inc.,
a  telecommunications  company  headquartered in Lighthouse Point,  Florida,  in
which he served as president.  Southern Telco,  Inc., was sold to Public Teleco,
Inc. in 1993.  From 1994 until 1996,  he served as president of Showcase  Group,
Inc., a construction  company  headquartered in Deerfield  Beach,  Florida which
built 27 town  houses,  after which he conveyed his interest to a third party in
1996.  During 1996, he received a legal expense insurance license from the State
of Florida  Department of Insurance and served as an  independent  associate for
Prepaid Legal Services,  Inc.  headquartered in Lighthouse Point, Florida, until
1998.

Saul B. Lipson

     Mr. Lipson, age 51, serves as a member of our company's board of directors,
as chair of its audit  committee and has been  nominated  for  membership in the
next board of directors' regulatory affairs committee. Mr. Lipson is the founder
and President of The Lipson Professional Group, Inc., a Financial Consulting and
Accounting  Firm.  Mr.  Lipson has  expertise  in the fields of  Accounting  and
Financial  Consulting.  He  has  represented  hundreds  of  public  and  private
companies,  as well as individuals.  The depth of Mr. Lipson's  expertise ranges
from  basic  accounting  and  taxes to SEC  compliance  consulting  for over the
counter  companies.  Prior to establishing  The Lipson  Professional  Group, Mr.
Lipson was involved in marketing  and financial and  management  consulting  for
various  businesses such as Ross Todd  Productions,  a concert promoting firm in
Cincinnati,  Ohio;  Reimer & Associates,  a management  consulting  firm in Fort
Lauderdale, Florida; and, World Wide Consultants, Inc., a multi-faceted business
with offices in the United  States and Sweden.  Mr.  Lipson earned a bachelor of
professional arts degree at the Brooks Institute in Santa Barbara, California in
1971,  after  completing his  undergraduate  accounting  requirements at Florida
Atlantic University in Boca Raton, Florida in 1985. Mr. Lipson earned his Master
of  Accounting  degree with honors from Nova  Southeastern  University in Davie,
Florida in 1988. Mr. Lipson is also enrolled as an agent to practice  before the
United States Internal  Revenue  Service and has received a Certified  Financial
Planner designation from the College for Financial Planning in Denver, Colorado.

Edward Carl Dmytryk

     Mr. Dmytryk, age 53, serves as a member of our company's board of directors
and as a member of its audit  committee.  He graduated  summa cum laude from the
Citadel,  the  Military  College of South  Carolina,  in 1968 with a bachelor of
science  degree.  From 1968 until 1973,  Mr. Dmytryk served in the United States
Air Force (including a tour in the Viet Nam conflict as a fighter pilot),  where
he  attained  the rank of captain.  From 1973 until  1975,  he served as a sales
manager for Wulfsberg  Electronics,  Inc., a national avionics firm specializing
in airborne radio telephone systems and headquartered in Overland Park,  Kansas.
From 1976  until  1981,  he served as a  regional  sales  manager  for  Polaroid
Corporation  a  multi  faceted  imaging  company   headquartered  in  Cambridge,
Massachusetts.  From 1981 until 1985,  he served as vice  president of sales for
West Chemical, Inc., a company involved in the manufacture of animal health feed
additives,   pharmaceutical   products,   iodophor  concentrates  and  specialty
chemicals, headquartered in Princeton, New

                                       76

<PAGE>



Jersey.  From  1985  until  1986,  he  served  as vice  president  for sales and
marketing  at  Animed,  Inc.,  a  veterinary  products   manufacturing   company
specializing in sales to veterinarians,  headquartered in Roslyn, New York. From
1987 until 1988,  he served as  president  of Mac's  Snacks,  Inc.,  the world's
largest  processor of pork rinds,  headquartered in Grand Prairie,  Texas.  From
1988  until  1995,  he served  as the  chief  operating  officer  for  Bollinger
Industries,  Inc.,  a fitness  products  manufacturer  headquartered  in Irvine,
Texas.  Since June of 1990, he has been the owner and chief executive officer of
Benchmark  Industries,  Inc., a metal fabrications company headquartered in Fort
Worth,  Texas.  Since  September  of 1999,  he has  also  served  as the  acting
president of GNR Health Systems, Inc., a physical therapy products sales company
headquartered in Ocala, Florida.

Michael A. Caputa

     Mr. Caputa, age 29, was recently elected as a member of our company's board
of directors and serves as the president of our  company's  subsidiary,  WRI. He
founded WRI in 1998 and was its principal  stockholder  prior to the merger with
American  Internet.  He continues to serve as a member of the merged  companies'
board of directors and as its president and chief executive  officer.  From July
of 1996 until May of 1998,  he served as  director  of sales for GCI  Marketing,
Inc.,  a Florida  corporation  engaged  in web design and  hosting.  Mr.  Caputa
graduated from Florida Atlantic University in 1996 with a degree in psychology.

Former Officers and Directors

     The  following  persons  served as officers or directors  during the fiscal
year ended June 30, 1999, but no longer serve in such capacities.

Charles J. Scimeca, Acting President & Director

     Charles J. Scimeca,  age 54, served as the acting president and as a member
of our company's board of directors from November 11, 1998 until August 6, 1999,
when he resigned from all positions with our company to pursue other  interests.
Since 1982 he has been a licensed real estate broker. He is managing director of
Coast to Coast Realty Group, Inc., located in Sarasota,  Florida. The company is
involved  in  residential  and  commercial  real estate  development  as well as
general real estate brokerage and business acquisition.  He has been involved in
real estate transactions totaling over one billion dollars, representing Fortune
500  clients,   such  as  ,  Equitable  Life  Insurance  Company,   Walt  Disney
Corporation,  Paramount Studios and TRW Real Estate Group. From 1980 until 1982,
Mr.  Scimeca was on  sabbatical,  exploring  business  opportunities  in various
industries.  From 1975 until 1980, Mr. Scimeca served as chief operating officer
for Andy Frain Maintenance & Security, Inc., headquartered in Chicago, Illinois.
His responsibilities  included budgeting and implementing  cleaning services for
high rise office,  retail and industrial  properties for such notable clients as
Standard Brands,  JMB Realty,  John Hancock  Insurance Company and other Fortune
500  companies.  From 1965 until 1975,  Mr. Scimeca was the owner and manager of
the Mecca Restaurant, a full-service family owned multi-unit restaurant business
headquartered in Chicago,  Illinois. He is a member of the Clearwater,  Sarasota
and  Manatee  County  Association  of  Realtors,  the  International  Council of
Shopping Centers and other local, regional and national real estate and mortgage
related organizations.  He holds a degree in Business Administration from Wright
College in Chicago,  Illinois (1964).  Mr. Scimeca has remained available to our
company on an informal  basis to provide  continuity of management and assist in
Mr. Jordan's transition and has continuously  provided material assistance on an
uncompensated basis.

Edward Granville-Smith, Jr., Director

     Edward Granville-Smith, Jr., age 66, served in the following capacities for
our company until November,  1998:  president,  chief executive officer and sole
director.  From November,  1998, until March,  1999, he continued as a member of
our company's  board of directors,  although he informed our company's  board of
directors  through his son and  attorney  in fact,  that he was unable to attend
board of  directors  meeting  due to  present  impairment  and  disability.  Mr.
Granville- Smith, Jr., was President of Equity Growth Systems,  Inc., a Maryland
corporation  (not to be confused with our company)  specializing  in structuring
and marketing  mortgage  backed  securities as well as the acquisition of select
commercial  real estate for its own account.  From 1981 to the  present,  he has
been a real estate  consultant  and  principal  involved  in various  aspects of
commercial  real estate  financing and  syndication,  both  internationally  and
domestically.  One primary  accomplishment during this period was the successful
sale of the real estate assets of some twenty-nine limited  partnerships to both
domestic and foreign  investors.  From 1972 through 1980, he was chairman of the
board of  directors,  chief  executive  officer and  president of United  Equity
Corporation, a corporation which was primarily involved in the

                                       77

<PAGE>

structuring,  financing and  marketing,  through the  syndication of various tax
incentive ventures with an aggregate  valuation in excess of $100 million.  From
1959 through  1972,  Mr.  Granville-Smith,  Jr. built the  Washington  Insurance
Agency, Inc., and became the chairman of one of the top one percent of insurance
brokerage  houses in the Washington  area. Mr.  Granville-Smith,  attended Brown
University from September,  1951 through June, 1952 at which time he entered the
United  States Marine Corps.  Upon  discharge  from the Marine Corps in 1955, he
enrolled in the Georgetown University School of Foreign Service and graduated in
June  of  1959  with  a  B.S.F.S.  degree.  Mr.  Granville-Smith's  professional
affiliations include CLU and CPCL.

Mark Granville-Smith, Director

     Mark  Granville-Smith,  42 years of age, was elected to our company's board
of director's  effective July 1, 1999, to serve until the next annual meeting of
our company's  stockholders  or until December 31, 1999,  whichever event occurs
first. Mr.  Granville-Smith  graduated from Georgetown  University,  Washington,
D.C. in 1980 with a bachelor of science degree in business administration.  From
1976  until 1980 he was a  commercial  pilot for United  Bounty  Corporation  of
Silver Spring,  Maryland. In 1980, he went to work in the commercial real estate
syndication industry with his father Edward  Granville-Smith,  Jr., the recently
retired president, chairman and chief executive officer of our company. Mr. Mark
Granville-Smith  served as the  president  of  corporate  general  partners in a
number of privately placed real estate  syndications during such period, as well
as of Milpitas,  the corporate  general  partner of a public real estate limited
partnership  capitalized  with  $6,000,000,  and of a number of privately placed
real  estate  syndications.  In 1986  he  also  became  president  of  Gran-Mark
Properties,  Inc., located in McLean, Virginia, the general partner of Gran-Mark
Income Properties Limited  Partnership.  In 1987 he left Milpitas and formed his
own  real  estate   syndication   company  which  sponsored   private  placement
syndications of commercial real estate for two years. Starting in 1989, Mr. Mark
Granville-  Smith managed an  international  underwater  diving  expedition  for
Maryland Marine Recovery Headquarters in Towson,  Maryland, to salvage the cargo
of an  1850's  sailing  ship  that sank in the  Irish  Sea.  In 1991,  he became
chairman  of the board of  directors  and chief  executive  officer  of  Classic
Concept Builders, Inc. ("Classic"), a start-up residential new home construction
company.  In 1998,  he  became  involved  with our  company  as a result  of his
father's  decline  in  health  and  during  September  of  1998,  was  appointed
attorney-in-fact  for purposes of handling certain personal and business affairs
for his father (then our company's sole director and chief  executive  officer).
Since December of 1998, he has participated in our company's board of director's
meetings in a non-voting capacity. Mr. Mark Granville-Smith resigned as a member
of our company's board of directors on September 17, 1999, for personal reasons.

Penny Adams Field, Director, Audit Committee Chair and Audit Committee

     Penny Adams Field,  age 44,  served as a member of our  company's  board of
directors from November of 1998 until March 1, 2000. Until November 4, 1999, she
also served as the chair of its audit  committee.  Mrs. Field is a principal and
co-founder of Executive Concepts, a management consulting and investment banking
advisory firm. Ms. Field has technical  expertise in designing and  implementing
financial  management  systems,  acquisition and divestiture  models,  cash flow
management, information systems assessment and implementations,  and operational
and cost system  audits.  Her  background  in  strategic  planning,  performance
measurement, comprehensive business planning, and cost structure analysis add to
the breadth and depth of the  Executive  Concepts  team skills.  Ms. Field is an
experienced and accredited business valuation  specialist and is a member of the
Institute  of Business  Appraisers.  As a management  consultant,  Ms. Field has
consulted  with firms such as Monsanto,  Mallinckrodt,  McDonnell-Douglas,  MEMC
Electronic Materials Company,  Maytag, Mark Andy,  CyberTel,  and numerous other
small  firms  in  the  healthcare,  manufacturing,   construction,  and  service
industries. Prior to founding Executive Concepts, Ms. Field was an administrator
for the John M. Olin School of Business at  Washington  University in St. Louis,
where  she  helped  to  establish   the   Executive   Programs   division.   Her
responsibilities  included  program  development  in the Far East.  Prior to her
administrative  role she served as a full-time member of the accounting  faculty
instructing in financial  accounting and cost management for  undergraduate  and
graduate  programs at the Olin  School.  Prior to graduate  study at  Washington
University, Ms. Field worked in healthcare administration and banking, including
positions at Children's Hospital National Medical Center in Washington, D.C. and
Harris Bank in Chicago.  After earning a B.B.A.  in Accounting and Finance,  Ms.
Field  earned  her  M.B.A.  from the  Olin  School  of  Business  at  Washington
University in St.  Louis.  Ms. Field also posted  several  hours of Ph.D.  level
course work in accounting and finance prior to making a full-time  commitment to
consulting. Due to other business commitments, Mrs. Field was unable to dedicate
required time to our company's business and elected to resign.


                                       78

<PAGE>
Carol A. Berardi

     Mrs.  Berardi,  age 45,  served  as a  member  of our  company's  board  of
directors  from  December  2, 1999  until June 7, 2000 and  currently  serves as
president of Trilogy.  In 1980,  Ms.  Berardi  founded  Wayne,  New Jersey based
Jakits Personnel and in 1986 she acquired a Transworld  Temporary  Franchise,  a
permanent  placement and temporary  help service firm,  which she operated until
1990. In 1990, Mrs. Berardi joined Dennis Berardi,  now her husband, to co-found
Uniquest,  a  network  marketing  company  specialized  in the  sale of  non-run
pantyhose,  headquartered  in Lakewood,  New Jersey.  In 1992, Mrs.  Berardi was
retained as a consultant for Nashua,  New Hampshire  based Envion  International
Inc.,  a start up company in the direct  sales  industry  with a product line of
nutritional  meal  replacement  bars. In 1993,  upon  completion of Mr. and Mrs.
Berardi's  assignment as a consultant  to Envion,  they started their own Envion
distributorship.   In  May  of  1998,  Mr.  and  Mrs.  Berardi  founded  Trilogy
International, Inc., a network marketing/e- commerce company specializing in the
sale of products to enhance the quality of life for people, the planet and pets.

Dennis A. Berardi

     Dennis  Berardi,  age 54,  served  as a member  of our  company's  board of
directors from December 2, 1999 until June 7, 2000 and currently serves as chief
executive  officer of  Trilogy.  He began his career in the music  industry as a
professional  drummer.  Mr. Berardi was drafted into the United States Army Band
in 1963 and was subsequently  appointed to the Presidential  Band in Washington,
D.C. In 1968, Mr.  Berardi  founded Town Music, a national chain of music stores
that he owned and operated.  In 1976, he started  Kramer  Guitar,  a major music
instrument company  headquartered in Neptune,  New Jersey. He sold Kramer Guitar
(now owned by Gibson  Guitar),  in 1989. In 1987, Mr. Berardi became involved in
the music promotion industry, brought the first Russian band, Gorky Park, to the
United  States and obtained a major  recording  deal for the band with  Polygram
Records. In the same year, Mr. Berardi founded Berardi-Thomas Management to help
oversee the  careers of major  recording  artists.  A year  later,  Mr.  Berardi
organized the Moscow Peace  Festival,  which  brought  United States and Russian
rock and roll bands together for a concert at Moscow's  Lenin Stadium.  In 1990,
Mr. Berardi founded Uniquest, a networking marketing company based in New Jersey
that specialized in the sale of non-run pantyhose.  In 1993, Mr. Berardi and his
wife, Carol Berardi,  started a distributorship with Nashua, New Hampshire based
Envion  International,  a  direct  sales  company  with a focus  on  nutritional
products  for  humans.  In May of 1998,  Mr. and Mrs.  Berardi  founded  Trilogy
International,  Inc., a direct sales/e-commerce company specializing in the sale
of products to enhance the quality of life for people, the planet and pets.

Other Material Personnel

     While not employees of our company or of any of its  subsidiaries,  Yankees
provides our company  with access to the  services of a number of its  employees
and access to the services of other persons who are under independent contractor
arrangements with Yankees,  pursuant to which they provide Yankees' clients with
assistance,  as required.  Among such persons are Leonard Miles Tucker,  Yankees
president;  William A. Calvo, III, Yankees vice president. In addition,  Vanessa
H.  Lindsey,  our company's  secretary  and a member of our  company's  board of
directors serves as the secretary and chief  administrative  officer for Yankees
and G. Richard Chamberlin, Esquire, a member of our company's board of directors
and its former general  counsel,  also served as general  counsel to Yankees and
was introduced to our company by Yankees;  Executive Concepts,  a business owned
and  operated by Penny  Adams  Field and her  husband  was under an  independent
contractor  agreement  with  Yankees  pursuant to which they  provided  Yankees'
clients with  assistance,  as required,  and Mrs.  Field, a former member of our
company's  board of directors  and the former Chair of its audit  committee  was
introduced to our company by Yankees; Securities Counseling & Management,  Inc.,
a Florida corporation owned and operated by Michael Jordan, our company's former
president  and a member  of its  board  of  directors  is  under an  independent
contractor agreement with Yankees pursuant to which it provides Yankees' clients
with  assistance,  as required,  and Mr. Jordan was introduced to our company by
Yankees.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     To the  best  of our  company's  knowledge,  based  on  copies  of  reports
provided,  all  reports  required to be filed  pursuant to Section  16(A) of the
Exchange Act have been filed except for reports  which may have been required by
Xcel Associates,  Inc. and its affiliates and Dennis A. and Carol A. Berardi, in
conjunction  with their  return of our  company's  common  stock as described in
"Part 1, Item 1, Description of Business."

                                       79

<PAGE>

                         ITEM 10: EXECUTIVE COMPENSATION

     During the twenty-four  month period  commencing on July 1, 1998 and ending
on June 30, 2000, no executive  officer received  compensation from or on behalf
of our company  during any twelve  month period  valued,  in the  aggregate,  in
excess of $100,000, except possibly for Mr. Edward Granville-Smith,  Jr., if the
book value of his  settlement  is considered  compensation.  During the 12 month
period ended June 30, 1999,  three  persons  served as our  company's  executive
officers.  Mr. Edward  Granville-Smith,  Jr. served in such position  during the
period  starting on July 1, 1998 until his replacement for health purposes on or
about  November 11, 1998,  Mr. Charles J. Scimeca served in such role during the
period  starting  on  November  11, 1998  through  June 30, 1999 and G.  Richard
Chamberlin,  Esquire, served in such position from on or about November 11, 1998
through  June 30, 1999.  During the 12 month  period  ended June 30, 2000,  five
persons served as our company's executive  officers,  Mr. Scimeca served in such
role until his resignation on August 5, 1999, Mr. Chamberlin served in such role
until his resignation on March 31, 2000, Michael Jordan served in such role from
August 6, 1999 through May 22, 2000,  Mr. Van Etten and Mrs.  Lindsey  currently
serve in the roles disclosed above.

     During  the 12 month  period  ended  June  30,  1999,  Mr.  Granville-Smith
received  47,000 shares of our  company's  common stock and all of our company's
real estate operations in settlement of all potential claims that Mr. Granville-
Smith or his affiliates may have had against our company, including claims under
his   employment   agreement  in  effect  since  1995.  At  the  time  of  their
authorization  for  issuance by the board of  directors  (March 22,  1999),  the
market value for such  shares,  based on the closing  price  reported on the OTC
Bulletin  Board,  was $0.25 per share (an  aggregate  of $11,750  for the 47,000
shares  received).  The  book  value of our  company's  assets  conveyed  to Mr.
Granville-Smith, as reported in our company's audited balance sheet for the year
ended  December  31,  1998,  was  approximately  $377,275.  In  addition  to the
foregoing,  during such period Mr.  Granville-Smith  received  the sum of $5,000
from our company as repayment for unaccounted expenses that Mr.  Granville-Smith
claimed to have made on behalf of our company, but could not document.

     During  the 12 month  period  ended June 30,  1999,  Mr.  Scimeca  received
options to purchase 200,000 shares of our company's common stock, at an exercise
price of $0.02 per share as his only  compensation from our company for services
in all  capacities.  At the time the options were authorized for issuance by the
board of directors  (December 11, 1998),  the market value for the shares of our
company's common stock,  based on the closing price reported therefor on the OTC
Bulletin Board, was $0.06 per share.

     During the 12 month  period ended June 30,  1999,  G.  Richard  Chamberlin,
Esquire,  then our  company's  secretary and general  counsel,  was assigned the
right to purchase  125,000 shares of our company's common stock for an aggregate
of $2,500 by Yankees as compensation for his services as an officer and director
of our company.  Mr.  Chamberlin was  subsequently  issued an additional  50,000
shares of our company's common stock in consideration for services that may have
been contemplated when Yankees assigned the rights to the initial 125,000 shares
to Mr. Chamberlin.  At the time Yankees  relinquished its right to purchase such
common  stock in favor of Mr.  Chamberlin,  no market for our  company's  common
stock  existed and the  stockholders  equity per share of our  company's  common
stock,  based on the latest  available  information at the time, was $0.0625 per
share.  At the time Mr.  Chamberlin  was granted the  additional  50,000  shares
(March 24, 1999), the market value for the shares of our company's common stock,
based on the closing  price  reported  therefor on the OTC Bulletin  Board,  was
$0.25 per share. Mr. Chamberlin also received an option to purchase 5,000 shares
of our company's common stock at $1.50 per share granted to Mr. Chamberlin,  for
legal services in conjunction with the acquisition of Vista.

     During the 12 month period  ended June 30, 2000,  no officer of our company
or its  subsidiaries  received  aggregate  compensation  from our  company or on
behalf of our company from any other person, equal to $100,000 or more. However,
Mr.  Jordan was granted  options to  purchase  100,000  shares of our  company's
common stock,  Mr. Van Etten was granted  options to purchase  100,000 shares of
our company's  common stock, Mr. Cantley was granted options to purchase 100,000
shares of our  company's  common stock and Mrs.  Lindsey was granted  options to
purchase 15,000 shares of our company's common stock (see "Summary  Compensation
Table"  below  for  detailed   disclosure.   Although   not   categorizable   as
compensation:

*    Messrs. J. Bruce Gleason and Michael D. Umile,  then executive  officers of
     American  Internet,  each received  275,000 shares of our company's  common
     stock in exchange for all of their common  stock in American  Internet.  At
     the time  Messrs.  Gleason and Umile  received  such  securities  (June 25,
     1999), the market value for the shares of our company's common stock, based
     on the closing  price  reported  therefor on the OTC  Bulletin  Board,  was
     $0.875 per share.

                                       80

<PAGE>



*    Mr. Michael A. Caputa, the chief executive officer of WRI, received 531,000
     shares of our  company's  common  stock in  exchange  for all of his common
     stock in WRI which,  at the time  (November  11,  1999) had a market  value
     based on the closing price reported  therefor on the OTC Bulletin Board, of
     $1.28 per share.

*    Mr. Dennis A. Berardi and Mrs. Carol A. Berardi,  the executive officers of
     Trilogy,  they received  1,051,726  shares of our company's common stock in
     exchange for all of their common stock in Trilogy. At the time Mr. and Mrs.
     Berardi  received such securities  (December 2, 1999), the market value for
     the  shares of our  company's  common  stock,  based on the  closing  price
     reported therefor on the OTC Bulletin Board, was $1.50 per share.

*    Mr.  Gerald  Cunningham  and Mrs.  Leigh  Cunningham,  then  the  executive
     officers of Lorilei,  they received  377,099 shares of our company's common
     stock in exchange for all of their common stock in Lorilei. At the time Mr.
     and Mrs.  Cunningham  received such securities  (May 11, 2000),  the market
     value for the shares of our company's  common  stock,  based on the closing
     price reported therefor on the OTC Bulletin Board, was $1.31 per share.

     In addition,  Mr. Caputa, Mr. and Mrs. Berardi and Mr. and Mrs.  Cunningham
all received  salaries and benefits during such period from the  subsidiaries by
which they were  employed,  as described  below (see  "Employment  Contracts and
Termination of Employment and Change in Control Arrangements").

SUMMARY COMPENSATION TABLE

<TABLE>
<S>       <C>      <C>     <C>       <C>              <C>                 <C>           <C>               <C>
                  Annual Compensation                         Awards                             Payouts
                                                                       Securities
                                                                       Underlying       Long              All
Name and                            Other            Restricted        Options &        Term              Other
Principal                           Annual           Stock             Stock Apprecia-  Incentive         Comp-
Position Year     Salary   Bonus    Compensation     Awards            tion Rights      Payouts           ensation

(1)      1998     None     None     None             None              None             None              (1)
(1)      1999     None     None     None             None              None             None              (1)
(2)      1999     None     None     None             None              200,000 shares   None              None
(3)      1998     None     None     (3)              50,000 Shares     5,000 shares     None              None
(4)      1999     None     None     $ 45,000 (13)    None              None             None              (15)
(5)      1999     None     None     $ 54,000 (14)    None              None             None              (15)
(6)      2000     (6)      None     (6)              None              100,000 shares   None              (6)
(7)      2000     None     None     None             None              15,000 shares    None              None
(8)      2000     None     None     None             None              100,000 shares   None              None
(9)      2000     None     None     None             None              150,000 shares   None              None
(10)     2000     (7)      None     (7)              None              None             None              (7)
(11)     2000     (8)      None     (8)              None              None             None              (8)
(12)     2000     (9)      None     (9)              None              None             None              (9)

</TABLE>

-------
(1)  Edward  Granville-Smith,  Jr., served as our company's  president and chief
     executive officer during the period beginning on July 1, 1997 and ending on
     November 11, 1998. See the disclosure  concerning  Mr.  Granville-  Smith's
     compensation at "EXECUTIVE COMPENSATION" above.

(2)  Charles J. Scimeca  served as our company's  president and chief  executive
     officer  during the period  beginning  on  November  11, 1998 and ending in
     August of 1999. See the disclosure concerning Mr. Scimeca's compensation at
     "EXECUTIVE COMPENSATION" above.

(3)  G. Richard  Chamberlin,  Esquire,  served as our  company's  secretary  and
     general counsel during the period beginning on November 11, 1998 and ending
     on  March  31,  2000.  See  the  disclosure   concerning  Mr.  Chamberlin's
     compensation at "EXECUTIVE COMPENSATION" above.

                                       81

<PAGE>



(4)  J. Bruce Gleason was the former  president and chief  executive  officer of
     American Internet. See the disclosure concerning Mr. Gleason's compensation
     at "EXECUTIVE COMPENSATION" above.

(5)  Michael D. Umile was the former vice president and chief operating  officer
     of  American   Internet.   See  the   disclosure   concerning  Mr.  Umile's
     compensation at "EXECUTIVE COMPENSATION" above.

(6)  David Cantley served as CFO of our company's subsidiary,  Trilogy,  through
     February 29, 2000 at an annual salary of $80,000.  While with Trilogy,  Mr.
     Cantley deferred a portion of his salary to be paid at such time as Trilogy
     obtained  profitability.  Since March 1, 2000 Mr. Cantley has been employed
     as CFO and Vice President of our company.  Actual compensation  received by
     Mr. Cantley from our company and its  subsidiary,  Trilogy for the 7 months
     ending  June 30,  2000  was  $44,897.  See the  disclosure  concerning  Mr.
     Cantley's compensation at "EXECUTIVE COMPENSATION" above.

(7)  Vanessa H. Lindsey,  serves as our company's secretary.  See the disclosure
     concerning Mrs. Lindsey's compensation at "EXECUTIVE COMPENSATION" above.

(8)  Michael  Jordan  served as our  company's  president  and  chief  executive
     officer during the period  beginning on August 6, 1998 and ending in May of
     2000.  See  the  disclosure   concerning  Mr.  Scimeca's   compensation  at
     "EXECUTIVE COMPENSATION" above.

(9)  Lawrence R. Van Etten serves as our  company's  acting  president and chief
     executive  officer,  since May 22, 2000. See the disclosure  concerning Mr.
     Scimeca's compensation at "EXECUTIVE COMPENSATION" above.

(10) Michael  Caputa is employed as the  President  of our  company's  affiliate
     company WRI at an annual salary of $65,000.  In order to conserve operating
     capital  Mr.  Caputa  deferred  payment of his salary  from April 14,  2000
     through June 30, 2000. Actual compensation received by Mr. Caputa for the 7
     months ending June 30, 2000 was $25,000. See the disclosure  concerning Mr.
     Caputa's compensation at "EXECUTIVE COMPENSATION" above.

(11) Dennis  Berardi CEO and Carol Berardi  President of Trilogy  subsidiary had
     employment contracts calling for annual salaries of $80,000 plus automobile
     allowances of $9,000  annually  each.  Dennis and Carol Berardi  deferred a
     portion of the salaries  during the period that Trilogy was a subsidiary of
     our company,  December 1, 1999  through  June 30, 2000,  to be paid at such
     time as the subsidiary becomes profitable.  Compensation  actually received
     by each during the period was $43,375.  See the  disclosure  concerning Mr.
     and Mrs. Berardi's compensation at "EXECUTIVE COMPENSATION" above.

(12) Gerald and Leigh  Cunningham  were employed as President and Vice President
     of our  company's  subsidiary  Lorilei at an annual salary of $60,000 each.
     During the one month ending June 30, 2000 Gerald and Leigh  Cunningham each
     received $5,000 in compensation. See the disclosure concerning Mr. and Mrs.
     Cunningham's compensation at "EXECUTIVE COMPENSATION" above.

(13) Represents  distributions of profits from American Internet received by Mr.
     Gleason  during the period  starting on July 1, 1998 and ending on June 30,
     1999. Until June 25, 1999,  American Internet was subject to taxation under
     Sub-Chapter S of the Internal Revenue Code of 1986, as amended.

(14) Represents  distributions of profits from American Internet received by Mr.
     Umile  during  the period  starting  on July 1, 1998 and ending on June 30,
     1999. Until June 25, 1999,  American Internet was subject to taxation under
     Sub-Chapter S of the Internal Revenue Code of 1986, as amended.

(15) During the  period  starting  on July 1, 1998 and ending on June 30,  1999,
     Messrs.  Gleason and Umile each received  approximately  $3,276 in benefits
     from American Internet,  involving insurance,  health insurance and similar
     perquisites.


                                       82

<PAGE>



OPTIONS AND STOCK APPRECIATION RIGHTS GRANTS TABLE

Quantity of Percentage of Total Securities Options or Stock
<TABLE>
<S>                                   <C>                       <C>               <C>             <C>
                                    Underlying                Appreciation      Exercise
                                    Options & Stock           Rights Granted    or Base
                                    Appreciation              to Employees      Price Per        Expiration
Name                                Rights Granted            In Fiscal Year    Share            Date
Edward Granville-Smith, Jr.         None                      None              Not Applicable   Not Applicable
Charles J. Scimeca                  200,000 shares            35%               $0.02            December 31, 2000
G. Richard Chamberlin               5,000 shares              0.008%            $1.50            Cancelled
Vanessa H. Lindsey                  15,000 shares             0.03%             $1.28            December31,2002
Michael Jordan                      100,000 shares            18%               $0.69            August 31, 2003
Lawrence R. Van Etten               100,000 shares            18%               $0.56            June 30, 2004
Lawrence R. Van Etten               50,000 shares             9%                $0.60            August 19, 2000
David K. Cantley                    50,000 shares              9%               $1.4325           June 30, 2004
David K. Cantley                    50,000 shares              9%               $0.5625           June 30, 2004

</TABLE>

AGGREGATED  OPTION & STOCK  APPRECIATION  RIGHT  EXERCISES  AND FISCAL  YEAR-END
OPTIONS & STOCK APPRECIATION RIGHTS VALUE TABLE

<TABLE>
<S>                                <C>               <C>                <C>             <C>

                                                                       Number of
                                                                       Securities
                                                                       Underlying
                                                                       Options &        Value of
                                                                       Stock            Unexercised
                                                                       Appreciation     In-the-Money
                                    Shares                             Rights at        Options & Stock
                                    Acquired         Value             Fiscal           Appreciation Rights
Name                                On Exercise      Realized          Year End         at Fiscal Year End
Edward Granville-Smith, Jr.         None             None              None             None
Charles J. Scimeca                  None             None *            200,000          $114,000
G. Richard Chamberlin               None             None              5,000            None
Vanessa H. Lindsey                  None             None              15,000           None
Michael Jordan                      None             None              100,000          None
Lawrence R. Van Etten               None             None              100,000          $3,000
Lawrence R. Van Etten               None             None              50,000           None
David K. Cantley                    None             None              50,000           None
David K. Cantley                    None             None              50,000           $3,000
</TABLE>
-------
*        Mr. Scimeca transferred all of his rights to our company's  securities,
         including those  reflected in this table, to Palmair,  Inc., a Bahamian
         corporation,  with an address at 55  Frederick  Street,  Box  CB-13039;
         Nassau, Bahamas ("Palmair").  Chrisje  Gentis-VerMeulen,  an individual
         with an address at Brouwrij 8; Breukelen  (UTR) 3621,  The  Netherlands
         ("Ms.  Gentis-VerMeulen"),  is listed  as the  record  stockholder  and
         director of Palmair.

EMPLOYMENT  CONTRACTS  AND  TERMINATION  OF  EMPLOYMENT  AND  CHANGE IN  CONTROL
ARRANGEMENTS.

Employment Agreements During Fiscal Year Ended June 30, 1999

     During the fiscal  year that  started on July 1, 1998 and ended on June 30,
1999,  our company had no  employment  contracts,  termination  of employment or
change in control arrangements with any of its executive officers, except:

*    Edward  Granville-Smith,  Jr.'s employment agreement,  which was terminated
     and settled by mutual agreement.


                                       83

<PAGE>



*    Employment  agreements  between J. Bruce  Gleason  and Michael D. Umile and
     American  Internet  inherited  by  our  company  in  conjunction  with  the
     acquisition but which were terminated and settled by mutual agreement.

Summaries of Current Employment Contracts:

     Our company is currently a party to employment  agreements with two current
executive  officers,  its  president,  Lawrence  R.  Van  Etten,  and  its  vice
president,  treasurer  and  chief  financial  officer,  David  K.  Cantley.  The
following summary information is extracted from their agreements.  A copy of the
Van Etten and Cantley employment agreements are filed as exhibits to this report
(see Part III, Item 13(c), Exhibits Required by Item 601 of Regulation SB.")


Mr. Van Etten:

Duties:             Mr.  Van  Etten  serves  as our  company's  chief  operating
                    officer and is  responsible  for  supervision  of all of our
                    company's other officers;  for our company's compliance with
                    all  applicable  laws,  including  federal,  state and local
                    securities  laws  and  tax  laws;  for  supervision  of  our
                    company's  subsidiaries;  and, for performance of such other
                    duties  as are  assigned  to him by our  company's  board of
                    directors,  subject to compliance  with all applicable  laws
                    and fiduciary obligations.

Other Activities:   Mr. Van Etten must  perform  his  employment  duties in good
                    faith  and must  devote  substantially  all of his  business
                    time,  energies and  abilities  to the proper and  efficient
                    management and execution of such duties.

Term:               The Van Etten  Agreement is for a term of one year,  subject
                    to  automatic  annual  renewal  thereafter  unless the Party
                    deciding not to renew provides the other with written notice
                    of  intention  not to renew  prior  to the  60th day  before
                    termination of the then effective term or renewal thereof.

Compensation:

     *    An option to purchase  up to 100,000  shares of our  company's  common
          stock  during the 36 month period  commencing  at the end of the 365th
          day  following  commencement  of the  initial  term of his  employment
          agreement, at $0.56 per share, provided that:

          A.   He remains in the employ of our  company for a period of not less
               than 365 consecutive days;

          B.   He has not been discharged by our company for cause;

          C.   He  fully   complies  with  the   provisions  of  the  employment
               agreement, including, without limitation, the confidentiality and
               non-competition sections thereof;

     *    In the event that Mr. Van Etten  arranges or provides  funding for our
          company on terms more beneficial than those reflected in our company's
          current principal financing  agreements,  copies of which are included
          among our  company's  records  available  through  the SEC's EDGAR web
          site, Mr. Van Etten will be entitled, at his election, to either:

          A.   A fee equal to 5% of such savings, on a continuing basis; or

          B.   If equity funding is provided through Mr. Van Etten or any of his
               affiliates,  a discount  of 5% from the bid price for the subject
               equity   securities   if  they  are   issuable  as  free  trading
               securities,  or, a  discount  of 25% from the bid  price  for the
               subject  equity  securities  if they are  issuable as  restricted
               securities  (as the term  restricted  is used for purposes of SEC
               Rule 144); and

                                       84

<PAGE>



          C.   If equity  funding is  arranged  for our company by Mr. Van Etten
               and  our  company  is not  obligated  to  pay  any  other  source
               compensation  in  conjunction  therewith  (other  than the normal
               commissions charged by broker dealers in securities in compliance
               with the compensation guidelines of the NASD), Mr. Van Etten will
               be entitled  to a bonus in a sum equal to 5% of the net  proceeds
               of such funding.

     *    In the event that Mr. Van Etten  generates  business  for our company,
          then, on any sales resulting therefrom, Mr. Van Etten will be entitled
          to a commission  equal to 5% of the net income  derived by our company
          therefrom, on a continuing basis.

Mr. Cantley:

Duties:        Mr. Cantley serves as our company's vice president, treasurer and
               chief financial officer.  As its only current vice president,  he
               assumes  the  duties of the  president  in the  event of Mr.  Van
               Etten's unavailability. His most specific duties involve:

               *    Development and  implementation  of procedures to assure the
                    timely collection, preparation and filing of data in reports
                    to the Securities and Exchange Commission;

               *    Coordination  of  the  internal  accounting  systems  of our
                    company's subsidiaries;

               *    Interaction   with  our   company's   officers,   directors,
                    strategic   consultant,   audit  committee  and  independent
                    auditors  to assure the  establishment  and  maintenance  of
                    prudent financial and management controls; and

               *    Evaluation of our company's  subsidiaries'  ongoing  capital
                    requirements,  monitoring of their operations and evaluation
                    of their  progress in  attaining  goals  established  by our
                    company's strategic plan.

               *    Developing  and   implementing   procedures  for  gathering,
                    assembling and interpreting all financial data pertaining to
                    our company;  preparation of financial reports involving our
                    company and its subsidiaries;  coordination of all financial
                    information   with  our  auditors  and  with  our  board  of
                    directors;  assisting our  subsidiaries  with preparation of
                    their  projections and monitoring their financial  progress;
                    investigating   the  financial   condition  of   acquisition
                    candidates and making related recommendations; assisting our
                    board  of  directors'   audit  committee   coordinating  its
                    activities   with  our   auditors;   keeping  our  strategic
                    consultant  apprized of the economic  status,  prospects and
                    financial  requirements of our company and its subsidiaries;
                    and,  performing such other functions as may be delegated to
                    him by our board of directors.

Other Activities:

               Mr.  Cantley is required to devote his full  business time to our
               company's affairs and may not engage in other activities  without
               the prior  consent of our board of directors (or of its executive
               committee if the board of directors is not available).

Term:          Mr.  Cantley's  employment is for a term ending on June 30, 2001,
               but subject to automatic  renewal on an annual  basis  thereafter
               unless the party  desiring  not to renew  provides the other with
               written notice of intention not to renew with sixty days prior to
               the end of the  term  then  in  effect.  However,  the  board  of
               directors may terminate the agreement at any time, subject to Mr.
               Cantley's contractual remedies, including rights to compensation.

Compensation:  Mr. Cantley is entitled to an annual salary of $80,000 and

               *    An option to purchase up to 50,000  shares of our  company's
                    common stock during the 36 month  period  commencing  at the
                    end of the 365th day following  commencement  of the initial
                    term of his  employment  agreement,  at  $1.4325  per share,
                    provided that:


                                       85

<PAGE>



                 A. He remains in the employ of our  company for a period of not
                    less than 365 consecutive days;

                 B. He has not been discharged by our company for cause;

                 C. He fully  complies  with the  provisions  of the  employment
                    agreement,     including,     without    limitation,     the
                    confidentiality and non-competition sections thereof;

               *    In the event that Mr. Cantley  arranges or provides  funding
                    for  our  company  on  terms  more   beneficial  than  those
                    reflected  in  our  company's  current  principal  financing
                    agreements, copies of which are included among our company's
                    records  available  through  the SEC's  EDGAR web site,  Mr.
                    Cantley will be entitled, at his election, to either:

                 A. A fee equal to 5% of such savings, on a continuing basis; or

                 B. If equity funding is provided  through Mr. Cantley or any of
                    his affiliates,  a discount of 5% from the bid price for the
                    subject  equity  securities  if they  are  issuable  as free
                    trading securities, or, a discount of 25% from the bid price
                    for the subject  equity  securities  if they are issuable as
                    restricted  securities  (as the term  restricted is used for
                    purposes of SEC Rule 144); and

                 C. If equity funding is arranged for our company by Mr. Cantley
                    and our  company is not  obligated  to pay any other  source
                    compensation in conjunction therewith (other than the normal
                    commissions  charged  by broker  dealers  in  securities  in
                    compliance  with the  compensation  guidelines of the NASD),
                    Mr. Cantley will be entitled to a bonus in a sum equal to 5%
                    of the net proceeds of such funding.

               *    In the event that Mr.  Cantley  generates  business  for our
                    company, then, on any sales resulting therefrom, Mr. Cantley
                    will be  entitled  to a  commission  equal  to 5% of the net
                    income  derived by our company  therefrom,  on a  continuing
                    basis.


                    On May 26, 2000 Yankees  negotiated  an  agreement  with Mr.
                    Cantley  on our  company's  behalf,  which was  ratified  on
                    August 9, 2000 by our company's board of directors, pursuant
                    to which Mr.  Cantley  was  granted an option to purchase an
                    additional  50,000 shares of our company's common stock at $
                    0.5625 per share,  exercisable during the period starting on
                    February 17, 2001 and ending on June 30, 2004.

Common Features:

Status:             Messrs.  Van Etten and  Cantley  serve as  employees  of our
                    company but have no authority to act as agents thereof or to
                    bind our company or its subsidiaries as principals or agents
                    thereof without the specific  consent of our company's board
                    of directors, all such functions being reserved to the board
                    of  directors in  compliance  with the  requirements  of our
                    company's constituent documents.

Limitations:        Messrs.  Van Etten and Cantley have each agreed that he will
                    not:


                                       86

<PAGE>

                *   Release any financial or other material  information or data
                    about our  company  without  the prior  written  consent and
                    approval  of our  company's  general  counsel or conduct any
                    meetings  with  financial  analysts  without  informing  our
                    company's  general counsel and board of directors in advance
                    of the  proposed  meeting  and the  format or agenda of such
                    meeting.

                *   Disclose  to any  third  party any  confidential  non-public
                    information  furnished  by our  company  except on a need to
                    know  basis,  and  in  such  case,  subject  to  appropriate
                    assurances that such information will not be used,  directly
                    or  indirectly,  in any manner that would  violate  state or
                    federal  prohibitions  on insider  trading of our  company's
                    securities.

                *   Take any action which would in any way adversely  affect the
                    reputation,  standing or  prospects  of our company or which
                    would cause our  company to be in  violation  of  applicable
                    laws.

                    In any circumstances  where Messrs. Van Etten or Cantley are
                    describing  the  securities of our company to a third party,
                    they have agreed to disclose to such person any compensation
                    received from our company to the extent  required  under any
                    applicable  laws,  including,  without  limitation,  Section
                    17(b) of the Securities Act of 1933, as amended.

Benefits:           Messrs.  Van Etten and Cantley are  entitled to any benefits
                    generally made available to all other employees (rather than
                    to a  specified  employee  or  group  of  employees)  of our
                    company or its subsidiaries.

Indemnification:    Our company has agreed to defend, indemnify and hold Messrs.
                    Van Etten and Cantley harmless from all liabilities,  suits,
                    judgments,  fines,  penalties  or  disabilities,   including
                    expenses  associated  directly,  therewith (e.g. legal fees,
                    court  costs,   investigative  costs,  witness  fees,  etc.)
                    resulting from any reasonable  actions taken by them in good
                    faith on behalf of our company,  its affiliates or for other
                    persons or entities at the request of the board of directors
                    of our company, to the fullest extent legally permitted, and
                    in  conjunction  therewith,  has agreed  that it will assure
                    that all required  expenditures  are made in a manner making
                    it unnecessary for them to incur any out of pocket expenses;
                    provided, however, that Messrs. Van Etten and Cantley permit
                    our company to select and supervise  all personnel  involved
                    in such  defense,  that they waive any conflicts of interest
                    that   such   personnel   may  have  as  a  result  of  also
                    representing   our  company,   its   stockholders  or  other
                    personnel and that they agree to hold them harmless from any
                    matters  involving  such  representation,   except  such  as
                    involve fraud or bad faith.

Early termination:  Our company can  terminate  Messrs.  Van Etten and Cantley's
                    employment  agreements  only, for cause (e.g., the inability
                    through sickness or other incapacity to discharge duties for
                    21 or more  consecutive  days  or for a total  of 45 or more
                    days in a period of twelve  consecutive  months;  refusal to
                    follow  directions  of the board of  directors;  dishonesty;
                    theft; or conviction of a crime  involving moral  turpitude;
                    material default in the performance of obligations, services
                    or duties  required  under the employment  agreement  (other
                    than for illness or incapacity) or materially  breach of any
                    provision of the employment agreement, which continues for 5
                    days  after  written  notice,  if it  resulted  in  material
                    damage; discontinuance of business; and, death. In the event
                    of  a  dispute  concerning  termination  due  to  breach  or
                    default,  compensation will be continued until resolution of
                    such  dispute  by  a  tribunal  of  competent  jurisdiction,
                    subject  to  repayment  upon final  determination  that such
                    compensation was not called for.

     The employment agreements contains broad non-disparagement, confidentiality
and non-competition  covenants (subject to judicial restructuring if found to be
legally  unenforceable)  which provide for both injunctive relief and liquidated
damages.



                                       87

<PAGE>

Compensation of Corporate Secretary

     Our  company has agreed to  compensate  Mrs.  Lindsey  for her  services as
secretary until December 31, 2000, by granting her a non-qualified  stock option
pursuant to our company's Stock Option Plan  (described in our company's  report
on Form  10-KSB for the fiscal  year ended  June 30,  1999) to  purchase  15,000
shares of our company's  common stock at a price of $1.28 per share (the closing
transaction price for our company's common stock on the date Mrs. Lindsey agreed
to serve in such capacity)  exercisable during the period starting on January 1,
2001 and ending on December 31, 2002.  Mrs.  Lindsey will receive  substantially
equivalent  compensation  for her services as a member of our company's board of
directors.

Compensation of Senior Subsidiary Officers

     In addition to our company's  agreements with its executive  officers,  WRI
has a materially  similar agreement with Mr. Caputa) except for the compensation
provisions.  Mr. Caputa is contractually entitled to an annual salary of $65,000
for his services as the president of WRI; however, due to its lack of cash flow,
Mr. Caputa has not been drawing his full salary.

Compensation of Directors

     During the fiscal  year that  started on July 1, 1998 and ended on June 30,
1999,  the members of our  company's  board of directors  received the following
compensation:

*    During November of 1998, Messrs. G. Richard Chamberlin and Anthony Q. Joffe
     and Mrs.  Penny Adams  Field all  received  the rights to  purchase  62,500
     shares of our company's common stock at a price $0.02 per share, which they
     immediately  exercised.  The right was originally granted by our company to
     Yankees,  but was used by Yankees to recruit  Messrs.  Chamberlin and Joffe
     and Mrs.  Field as  members of our  company's  board of  directors  for the
     period  during which  Yankees was not to receive  hourly or licensing  fees
     under its consulting  agreement with our company (i.e.,  until November 23,
     1999).  Mr.  Chamberlin was allocated an additional  62,500 shares based on
     his agreement to also serve as our company's  secretary and general counsel
     until November 23, 1999.

*    During  November  of 1998,  Mr.  Charles J.  Scimeca  received an option to
     purchase  200,000 shares of our company's common stock at an exercise price
     of $0.02 per share,  until  December  31,  2000.  Such option was  granted,
     without  allocation,  for his  agreement to serve as our  company's  acting
     president,  and as a member of our company's board of directors, as well as
     consideration  for past services to our company during the tenure of Edward
     Granville-Smith,  Jr. as our company's sole  director,  president and chief
     executive officer.

     Neither J. Bruce Gleason nor Mark Granville-Smith received any compensation
for their  services as  directors  of our  company,  rather,  in each case,  the
director  obtained his  membership  pursuant to  contractual  arrangements  that
obligated our company to elect them.

     During the fiscal  year that  started on July 1, 1999 and ended on June 30,
2000,  the members of our  company's  board of directors  received the following
compensation:

     Michael  Jordan was elected as our  company's  president and as a member of
its board of directors,  effective as of August 6, 1999. As compensation for all
of his roles with our company, Mr. Jordan was granted the compensation described
in the summary of his employment agreement (see "EXECUTIVE COMPENSATION").

     Our  company  has agreed to  compensate  Mr.  Lipson for his  services as a
director and member of the audit and  executive  committees  until  December 31,
2000, by granting him a non-qualified  stock option to purchase 50,000 shares of
our  company's  common  stock at an  exercise  price of  $1.0625  per share (the
closing  transaction price for our company's common stock on the date Mr. Lipson
agreed to serve in such capacities).  The option will be exercisable  during the
period starting on January 1, 2001 and ending on December 31, 2002.

     Based on a proposal by Yankees,  subject to  ratification  by our company's
stockholders at the next annual meeting of stockholders,  the board of directors
has  passed a  resolution  providing  that  members  of our  company's  board of
directors (except for Mr. Lipson who has a separate compensation  agreement with
our  company)  who  are  not  provided  other   compensation  by  our  company's
subsidiaries,  be  compensated  for their  services  during the period ending on
December 31, 2000, as follows:

                                       88

<PAGE>



*        For basic service as a member of our company's  board of directors,  an
         option to purchase  15,000 shares of our company's  common stock during
         the twelve  month  period  commencing  on January 1, 2001 and ending on
         December  31,  2002,  at an exercise  price based on the last  reported
         transaction  price for our company's  common stock  reported on the OTC
         Bulletin Board on an  appropriate  measuring  date,  possibly the first
         business  day  following  the  next  annual  meeting  of our  company's
         stockholders.  The  options  would  vest  as to  1,000  shares  of  the
         underlying common stock per month.

*        For service on the audit or  executive  committee,  the option would be
         increased by an  additional  10,000 shares which would vest at the rate
         of 800 shares per month; and

*        For  service  as the chair of the  audit or  executive  committee,  the
         option  would be increased  by an  additional  5,000 shares which would
         vest at the rate of 400 shares per month.

     All of the foregoing  options would require that the recipient  comply on a
timely  basis  with  all  personal  reporting   obligations  to  the  Commission
pertaining to his or her role with our company and that the  recipient  serve in
the designated position providing all of the services required thereby prudently
and in good faith until December 31, 2000 (unless such person was not elected to
such position by our company's stockholders despite a willingness and ability to
serve). In addition to the compensation described above, our company's directors
elected at the next  annual  meeting of  stockholders  will be  entitled  to the
following contingent compensation and right to indemnification:

(1)      In the event that a member of our company's board of directors arranges
         or provides funding for our company on terms more beneficial than those
         reflected in our  company's  current  principal  financing  agreements,
         copies of which are  included  among our  company's  records  available
         through the SEC's EDGAR web site, the director will be entitled, at its
         election, to either:

         (1)   A fee equal to 5% of such savings, on a continuing basis; or

         (2)   If  equity  funding  is  provided  through  the  director  or any
               affiliates  thereof,  a discount of 5% from the bid price for the
               subject equity  securities,  if they are issuable as free trading
               securities,  or, a  discount  of 25% from the bid  price  for the
               subject  equity  securities,  if they are issuable as  restricted
               securities  (as the term  restricted  is used for purposes of SEC
               Rule 144); and

         (3)   If equity funding is arranged for our company by the director and
               our company is not obligated to pay any other source compensation
               in  conjunction  therewith,  other  than the  normal  commissions
               charged by broker  dealers in securities  in compliance  with the
               compensation  guidelines  of  the  NASD,  the  director  will  be
               entitled  to a bonus in a sum equal to 5% of the net  proceeds of
               such funding.

         (4)   In the  event  that  the  director  generates  business  for  our
               company,  then, on any sales  resulting  therefrom,  the director
               will be  entitled to a  commission  equal to 5% of the net income
               derived by our company therefrom, on a continuing basis.

     Our company  will  defend,  indemnify  and hold the members of its board of
directors harmless from all liabilities,  suits, judgments,  fines, penalties or
disabilities,  including  expenses  associated  directly,  therewith (e.g. legal
fees, court costs,  investigative  costs, witness fees, etc.) resulting from any
reasonable  actions  taken by him or her in good faith on behalf of our company,
its  affiliates  or for other persons or entities at the request of the board of
directors  of our  company,  to the fullest  extent  legally  permitted,  and in
conjunction therewith,  will assure that all required expenditures are made in a
manner making it unnecessary  for the members of its board of directors to incur
any out of pocket expenses; provided, however, that director permits our company
to select and supervise all personnel involved in such defense and that director
waives any  conflicts of interest  that such  personnel  may have as a result of
also representing our company, its stockholders or other personnel and agrees to
hold them harmless from any matters involving such  representation,  except such
as involve fraud or bad faith.

     At Yankees'  recommendation,  the board of directors has also resolved that
at such time as our company has, on a  consolidated  basis,  earned a net, after
tax profit of at least  $100,000  per quarter for four  calendar  quarters,  our
company will:

                                       89

<PAGE>



*        Obtain insurance to cover our company's indemnification obligations, if
         available   on  terms   deemed   economically   reasonable   under  the
         circumstances,  which  do  not  materially,  detrimentally  affect  our
         company's liquidity at the time;

*        Provide members of its board of directors who will not have overlapping
         coverage with health and life insurance coverage, if available on terms
         deemed  economically  reasonable under the circumstances,  which do not
         materially,  detrimentally  affect our company's liquidity at the time;
         and

*        Pay $500 per diem cash allowance for all meetings or functions attended
         in person  rather than by telephone or similar  means at the request of
         our company to all members of the board of  directors  who are not also
         officers or employees of our company or its subsidiaries.

     All of the  foregoing  are  reflected in a form of "agreement to serve as a
corporate  director"  that each  director  nominee will have signed prior to the
next annual meeting of stockholders, except that the stock bonus provisions will
not  apply  to  Messrs.  Van  Etten,  Cantley  and  Caputa  who  have  different
compensation  arrangements  with our  company,  or WRI and that a portion of the
non-stock option compensation was covered in Mr. Jordan's employment  agreement.
Copies of the  executed  agreements  will be filed as exhibits to our  company's
quarterly  report on Form 10-QSB or current  report on Form 8-K first filed with
the Commission following the next annual meeting of stockholders.

REPORT OF RE-PRICING OF OPTIONS OR STOCK APPRECIATION RIGHTS

     During the period commencing on July 1, 1998 and ending on the date of this
Report,  our company has not  adjusted  or amended the  exercise  price of stock
options  or stock  appreciation  rights  previously  awarded to any of the named
directors or executive  officers,  whether  through  amendment,  cancellation or
replacement  grants,  or any  other  means,  nor are  any  such  adjustments  or
amendments currently contemplated.

     ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Our company's only currently  outstanding  voting securities are 12,465,172
shares of common stock, $0.01 par value, held by approximately  2,280 registered
holders of record and  approximately  1,500 additional  holders whose securities
are  registered in "street name" (e.g.,  held in the names of brokers or dealers
in securities or their  designees,  the  Depository  Trust Company,  etc.).  The
following  tables  disclose  information  concerning  ownership of our company's
common stock by officers, directors and principal stockholders (holders of 5% or
more of our company's common stock).  All footnotes follow the second table. Our
company's  currently  outstanding  shares of common stock, for purposes of these
calculations, are calculated based on information available as of June 30, 2000,
and include both currently  outstanding  securities and securities which a named
person has a right to acquire  within 60 days following the date of this Report.
Consequently,  the number of shares deemed  outstanding  for purposes of Table A
will vary materially from those deemed outstanding for purposes of Table B.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

     As of June 30, 2000,  the following  persons  (including  any "group") are,
based on information  available to our company,  beneficial  owners of more than
five  percent  of  our  company's   common  stock  (its  only  class  of  voting
securities). Of the number of shares shown in column 3, the associated footnotes
indicate  the amount of shares with respect to which such persons have the right
to acquire beneficial ownership as specified in Commission Rule 13(d)(1), within
60 days following the date of this Report.  For purposes of Table A,  14,622,905
shares of our company's  common stock are assumed to be  outstanding.  Footnotes
follow Table B.


                                       90

<PAGE>


Table A;  Principal Stockholders:

<TABLE>
<S>                     <C>                                        <C>                <C>
                                                                   Amount
                                                                   and Nature        Percent
Title                                                              Of Beneficial     of
Of Class(1)       Name and Address of Beneficial Owner             Ownership         Class

Common            The Yankee Companies, Inc. (4)                   3,835,867         26%
                  2500 North Military Trail, Suite 225;
                  Boca Raton, Florida 33431

Common            The Tucker Family (5)                              875,500          6%
                  2500 North Military Trail, Suite 225;
                  Boca Raton, Florida 33431

Common            Jerry C. Spellman (6)                              809,190        5.5%
                  2510 Virginia Avenue, NW;
                  Washington, D.C. 20037

Common            Edward Granville-Smith, Jr. (7)                    803,988        5.4%
                  3821-B Tamiami Trail, Suite 201;
                  Port Charlotte, Florida, 33952

</TABLE>

SECURITY OWNERSHIP OF MANAGEMENT

     As of June 30, 2000,  the following  Table  discloses our company's  common
stock (the only outstanding  voting class of equity  securities for our company,
its parents or  subsidiaries  held by persons other than our company) other than
directors' qualifying shares,  beneficially owned by all directors and nominees,
naming them each; each of the named executive officers as defined in Item 402(a)
of Commission  Regulation S-B; and, all directors and executive  officers of our
company as a group,  without  naming them. The table shows in column 3 the total
number of shares  beneficially  owned and in column 4 the percent owned.  Of the
number of shares shown in column 2, the associated footnotes indicate the amount
of shares,  if any, with respect to which such persons have the right to acquire
beneficial  ownership as specified in Commission  Rule 13(d)(1),  within 60 days
following the date of this Report. For purposes of this Table, 12,565,172 shares
of our company's  common stock are assumed to be outstanding,  including  shares
subject to options to acquire shares of our company's  common stock  exercisable
within the next 60 days. Footnotes for Table A and Table B follow this Table.

Table B;  Security Ownership of Management:

<TABLE>
<S>                                                                     <C>             <C>               <C>
Name and Address of                                                    Amount           Nature of         Percent
Beneficial                                                             Of Equity        Beneficial        of
Owner                                                                  Owned    (1)     Ownership         Class

Charles J. Scimeca                                                     None     (8)     None              0.00%
320 Island Way, Number 210;  Clearwater, Florida 33767

Michael Jordan                                                         100,000 (9)(19)  (2)               0.08%
21131 Northeast 24th Court;  Miami, Florida 33180

G. Richard Chamberlin                                                  145,000 (10)(19) (2)               0.1%
3660 Northeast 42nd Lane;  Ocala, Florida 34479

Penny Adams Field                                                      62,500 (11)      (2)               0.04%
2424 Longboat Drive;  Naples, Florida 34104

Anthony Q. Joffe                                                       62,500 (11)(19)  (2)               0.04%
101 Southeast 11th Avenue;  Boca Raton, Florida 33486

Saul B. Lipson                                                         None (13)        None              0.0%
1515 University Drive, Suite 222;  Coral Springs, Florida 33071

Edward C. Dmytryk                                                      None (19)        None              0.0%
707 Kyle Drive;  Arlington, Texas 76011

Michael A. Caputa                                                      500,380 (14)     (2)               0.4%
7526 Silverwoods Court;  Boca Raton, Florida 33433-3336

J. Bruce Gleason                                                       172,702(15)      (2)               0.1%
46 Havenwood Drive;  Pompano Beach, Florida 33064

</TABLE>

                                       91

<PAGE>
<TABLE>
<S>                                                                     <C>             <C>               <C>
Name and Address of                                                    Amount           Nature of         Percent
Beneficial                                                             Of Equity        Beneficial        of
Owner                                                                  Owned    (1)     Ownership         Class

Mark Granville-Smith
10460 Dumfries Road, Suite 121; Manassas, Virginia 20110               20,000   (16)    (3)               0.01%

Vanessa Lindsey                                                        13,500 (17)(19)  (3)               0.01%
1723 Northeast 36th Avenue, Number 5, Ocala, Florida 34470

David K. Cantley                                                       86,667 (18)(19)  (2)               0.06%
4197 Southeast Bayview Street; Stuart Florida 34497

Lawrence R. Van Etten
1601 North 15th Terrace; Hollywood, Florida 33020                      111,000 (19)     (2)               0.08%

All officers and directors as a group (25)                             1,274,249        (2)               10%
</TABLE>
Footnotes to Tables A and B.

(1)       The only classes of our company's  outstanding  voting  securities are
          common  stock  and  Class  A  Preferred  Stock,  however,  no  Class A
          Preferred Stock was outstanding as of June 30, 2000.

(2)       Record and beneficial ownership.

(3)       Actual control and beneficial ownership.

(4)       The Yankee Companies,  Inc., a Florida corporation,  is owned in equal
          shares by members of the Calvo and Tucker families. Consequently, half
          of its  securities  should  be  attributed  beneficially  to the Calvo
          family and half to the  Tucker  family.  See Notes (5) for  additional
          shares  attributable  to the  Tucker  and Calvo  Families.  The shares
          listed include shares issuable on exercise of Yankees'  warrant rights
          under its  consulting  agreement with our company to purchase 12.5% of
          our  company's  outstanding  and  reserved  common  stock but does not
          include  shares  that  Yankees  may obtain in the future  based on the
          performance of our company's  subsidiaries since they are not issuable
          within the next 60 days.  The Calvo  Family is  comprised  of Cyndi N.
          Calvo,  William A.  Calvo,  III,  her  husband,  and their three minor
          children,  William,  Alexander  and Edward and an  additional  560,500
          shares are held by the Calvo Family Spendthrift Trust, a Florida trust
          created in  February  of 1986,  for the  benefit of the members of the
          Calvo Family.  Mr. and Mrs. Calvo serve as trustees.  Mr. Calvo serves
          as the vice  president  of Yankees and he and his family  collectively
          own 50% of its equity securities.

(5)       The Tucker family is comprised of Michelle Tucker, her husband Leonard
          Miles  Tucker and Shayna and  Montana,  their  minor  daughters.  Mrs.
          Tucker  holds  108,750  of the  shares  in trust for each of her minor
          daughters  and the balance of the shares are held by Blue Lake Capital
          Corp., a Florida  corporation owned by Mrs. Tucker.  Mr. Tucker serves
          as the president of Yankees and he or his family own 50% of its equity
          securities,  consequently,  50% of our  company's  securities  held or
          attributed to Yankees should be attributed to the Tucker  family,  see
          note (4). Mr.  Tucker also serves as president of  Carrington  Capital
          Corp.,  a  Florida  corporation  which  holds  28,000  shares  of  our
          company's  common  stock  (included  in  the  Tucker  Family's  shares
          listed).

(6)       Record  ownership is held by Bolina  Trading  Co.,  S.A., a Panamanian
          corporation,  except with  reference  to 2,701  shares (2400 shares of
          record held by Mr.  Spellman  personally and 301 shares held of record
          by First Investment  Planning  Company).  Mr. Spellman is the managing
          director of Bolina Trading Co., S.A., and a frequent  business partner
          and advisor to Mr. Edward Granville-Smith, Jr.

(7)       Record ownership is held by K. Walker International,  Ltd., a Bahamian
          corporation.  Mr. Edward Granville- Smith, Jr., formerly served as our
          company's director, president and chief executive officer.

(8)       All such shares  acquired by Charles J.  Scimeca,  who in the past has
          served as our company's  secretary and president,  and, as a member of
          its board of directors, transferred his shares and options to Palmair,
          Inc. Palmair,  Inc., is a Bahamian corporation,  with an address at 55
          Frederick Street, Box CB-13039;  Nassau, Bahamas ("Palmair").  Chrisje
          Gentis-VerMeulen,  an  individual  with  an  address  at  Brouwrij  8;
          Breukelen (UTR) 3621, The  Netherlands  ("Ms.  Gentis-VerMeulen"),  is
          listed as the record  stockholder and director of Palmair.  The shares
          listed  include an option to purchase  200,000 shares of our company's
          common stock at $0.02 per share until December 31, 2000.

                                       92

<PAGE>


(9)       Mr. Jordan serves as a member of our company's  board of directors and
          served as our company's  president  until May 22, 2000.  Mr.  Jordan's
          interest  includes  100,000 shares of our company's  common stock that
          Mr.  Jordan  is  entitled  to  purchase  pursuant  to the terms of his
          employment agreement.

(10)      Mr.  Chamberlin serves as a member of our company's board of directors
          and served as our company's  general  counsel until March 31, 2000. He
          also served as our company's  secretary  until  November 11, 1999. Mr.
          Chamberlin   received   his  right  to   purchase   common   stock  in
          consideration  for agreeing to serve as our company's  general counsel
          and  secretary  and as a member of our  company's  board of  directors
          during the past year.

(11)      Mr. Joffe serve as members of our company's  board of directors and as
          members of its audit committee. Mrs. Field formerly served as a member
          of our company's  board of directors and formerly  served on its audit
          committee,  which she chaired until March of 2000. They received their
          right  to  purchase   shares  of  our   company's   common   stock  in
          consideration  for agreeing to serve as members of our company's board
          of directors and the audit committee thereof during the past year.

(12)      On  November  4,  1999,  Mr.  Lipson  was  elected  as a member of our
          company's board of directors,  as the chair of its audit committee, as
          a  member  of its  executive  committee  and has been  recommended  by
          Yankees as a member of the regulatory affairs committee to be selected
          by the  board of  directors  elected  at the next  annual  meeting  of
          stockholders.  In  consideration  for his  agreement  to provide  such
          services  until  December 31,  2000,  he has been granted an option to
          acquire  50,000  shares of our  company's  common stock at an exercise
          price of $1.0625  per share  (the  closing  transaction  price for our
          company's  common stock on the date Mr. Lipson agreed to serve in such
          capacities), exercisable during the period starting on January 1, 2001
          and ending on December 31, 2002.

(13)      Mr.  Caputa  acquired  his shares of our  company's  common stock as a
          result of the merger of WRI into American Internet.  The shares do not
          include up to 150,000 shares which the former  stockholders of WRI may
          obtain over the three year period  ending on June 30,  2002,  based on
          WRI's net pretax  profits  during such period because they will not be
          obtained during the next 60 days. Mr. Caputa serves as a member of our
          company's and WRI's boards of directors and as the president of WRI.

(14)      Mr. Gleason serves as a member of our company's board of directors and
          formerly served as the president of its American Internet  subsidiary.
          He obtained his shares in  consideration  for all of his capital stock
          in American Internet.

(15)      Mr. Mark Granville-Smith  served as a member of our company's board of
          directors from July 1, 1999 until September 17, 1999, when he resigned
          for personal  reasons.  On March 26, 1999,  our company  issued 20,000
          shares  of its  common  stock to the Mark  Granville-Smith  Trust,  in
          consideration  for undefined  consulting and bookkeeping  services for
          the benefit of our company. The shares were issued at the direction of
          Edward Granville-Smith, Jr., then our company's sole director and Mark
          Granville-Smith's father.

(16)      The foregoing  does not include  options to purchase  15,000 shares of
          our company's common stock which she received as consideration for her
          services  as  our  company's  corporate  secretary.  The  options  are
          exercisable  at a price of $1.28 per share from January 21, 2001 until
          December 31, 2002.

(17)      Shares  issued to Mr.  Cantley in exchange for his old Trilogy  shares
          pursuant to the terms of the Trilogy  Acquisition.  (see "Item 1, Part
          1, Description of Business- Trilogy International, Inc").

(18)      Shares  issued to Mr. Van Etten from  shares of our  company's  common
          stock which is owned by Yankees

(19)      The shares listed do not include shares of our company's  common stock
          to  which  such  person  may  become   entitled   if  the   Directors'
          Compensation  Plan  to be  considered  at our  company's  next  annual
          meeting of stockholders to which this Report relates is adopted.

                                       93

<PAGE>


Changes in Control

     Please see "EXECUTIVE  OFFICERS AND DIRECTORS - CURRENT  MANAGEMENT"  for a
discussion of how current  management assumed control of our company starting in
November  of  1998.  As a  result  of the  investments  by  Yankees  and  equity
compensation  to which Yankees is entitled under its  consulting  agreement with
our  company,  our  company's  acquisitions  during  the  past  year,  currently
contemplated acquisitions and investments by Xcel Associates, Inc., a New Jersey
corporation,  our company's former principal  stockholders (Mr.  Granville-Smith
and his associate,  Jerry C.  Spellman) can no longer  control  decisions by our
company's  stockholders,  although  they fully  support  our  company's  current
management.  No current stockholder or group of related  stockholders  currently
has the  ability to control the affairs of our  company;  however,  stockholders
involved in  management  of our company or its  subsidiaries,  together with the
former  stockholders  of its  subsidiaries,  when  coupled  with  our  company's
strategic  consultant and Messrs.  Granville-  Smith and Spellman,  control more
than 50% of our company's  common stock and have the ability to pass the matters
to be acted on at the annual stockholders meeting to which this Report pertains,
without the affirmative vote of any other stockholders.

             ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Family Relationships

     There are no family  relationships among the current officers and directors
of our company. However:

*    Carol A. Berardi and Dennis A.  Berardi,  former  members of our  company's
     board of directors, of Trilogy's board of directors and Trilogy's principal
     executive officers are husband and wife;

*    Teri E. Nadler and Scott D.  Ugell,  Esquire,  members of Vista's  board of
     directors and Vista's principal  executive officers are brother and sister;
     and

*    Gerald R. Cunningham and Leigh A.  Cunningham,  former members of Lorilei's
     board of directors and Lorilei's  former principal  executive  officers are
     husband and wife.

Materially Adverse Proceedings

     Our  company  is not  aware  of any  proceedings  involving  its  executive
officers or directors adverse to our company's interests.

Involvement in Certain Legal Proceedings

     Based on information  provided to our company's  legal counsel,  during the
five year period ending on June 30, 2000, no current director,  person nominated
to become a  director,  executive  officer,  promoter  or control  person of our
company has been a party to or the subject of:

*    Any  bankruptcy  petition  filed by or against  any  business of which such
     person was a general partner or executive officer either at the time of the
     bankruptcy or within two years prior to that time;

*    Any  conviction  in a criminal  proceeding or pending  criminal  proceeding
     (excluding traffic violations and other minor offenses);

*    Any order,  judgment,  or decree, not subsequently  reversed,  suspended or
     vacated, of any court of competent jurisdiction, permanently or temporarily
     enjoining,  barring,  suspending or otherwise limiting their involvement in
     any type of business, securities or banking activities; or,

*    Been found by a court of competent  jurisdiction  (in a civil action),  the
     Commission or the Commodity  Futures Trading  Commission to have violated a
     federal or state  securities or  commodities  law, and the judgment has not
     been reversed, suspended, or vacated.

                                       94

<PAGE>

Our Company's Parents

     As  defined  in  Rule  405 of  Commission  Regulation  C, a  "parent"  of a
specified person is an affiliate  controlling such person directly or indirectly
through one or more  intermediaries.  The same rule  defines an  affiliate  as a
person that directly or indirectly through one or more intermediaries,  controls
or is  controlled  by, or is under common  control with,  the person  specified.
Based  on  such  definitions,  our  company  does  not  believe  that it has any
"parents." However:

*    Pursuant to its duties  under its  consulting  Agreement  with our company,
     Yankees has recruited all of our company's  current  officers and directors
     and has  negotiated  all of our company's  companies  completed and pending
     acquisitions  on  our  company's  behalf.  Yankees  has  confirmed  to  our
     company's  board of  directors  that  Yankees does not exercise any control
     over our company's officers or directors other than through persuasion when
     its  personnel  advocate  a course  of  action or  recommend  personnel  or
     potential  acquisitions to our company's board of directors,  and,  through
     Yankees willingness in the past to provide funds required by our company.

*    The five  persons  currently  holding the largest  amount of our  company's
     outstanding  common stock listed in order of quantity  held,  are:  Yankees
     (3,114,134  shares  including  all shares held by the Tucker Family and the
     Calvo Family);  Bolina  Trading Co., S.A.  (809,190  shares,  including the
     shares held by Jerry C. Spellman);  K. Walker International,  Ltd. (803,988
     shares);  Palmair,  Inc. (565,200 shares);  and, Michael A. Caputa (500,380
     shares).  Such persons are, for purposes of convenience in this discussion,
     collectively referred to as the "Largest Stockholders' Group."

     Our  company  has been  informed  that  there  are no  direct  or  indirect
arrangements or understandings  between the members of the Largest Stockholders'
Group to act in concert for purposes of controlling our company. Notwithstanding
such position,  in the event that our company engaged on a course of action that
any  of  the  foregoing   stockholders  found   unacceptable,   like  any  other
stockholders,  it is likely that they would seek to protect  their  interests in
our  company  through  available   stockholder  action,   including   derivative
litigation or stockholder resolutions,  in which case it is probable that two or
more of the foregoing stockholders would act in concert for such purposes.

Certain Business Relationships

     Except as specifically set forth below, during the last fiscal year none of
our company's directors or nominees for director:

(1)      Is, or during the last fiscal year has been,  an executive  officer of,
         or owns,  or  during  the last  fiscal  year has  owned,  of  record or
         beneficially  in excess of ten percent equity interest in, any business
         or  professional  entity that has made during our  company's  last full
         fiscal year,  or proposes to make during our company's  current  fiscal
         year,  payments  to our  company or its  subsidiaries  for  property or
         services in excess of five  percent of (i) our  company's  consolidated
         gross  revenues  for its last  full  fiscal  year,  or (ii)  the  other
         entity's consolidated gross revenues for its last full fiscal year;

(2)      Is, or during the last fiscal year has been,  an executive  officer of,
         or owns,  or  during  the last  fiscal  year has  owned,  of  record or
         beneficially  in excess of ten percent equity interest in, any business
         or  professional  entity to which our company or its  subsidiaries  has
         made during our  company's  last full fiscal year,  or proposes to make
         during our  company's  current  fiscal  year,  payments for property or
         services in excess of five  percent of (i) our  company's  consolidated
         gross  revenues  for its last  full  fiscal  year,  or (ii)  the  other
         entity's consolidated gross revenues for its last full fiscal year;

(3)      Is, or during the last fiscal year has been,  an executive  officer of,
         or owns,  or  during  the last  fiscal  year has  owned,  of  record or
         beneficially  in excess of ten percent equity interest in, any business
         or  professional  entity to which our company or its  subsidiaries  was
         indebted  at the  end of our  company's  last  full  fiscal  year in an
         aggregate  amount in  excess of five  percent  of our  company's  total
         consolidated assets at the end of such fiscal year;

(4)      Is, or during the last fiscal year has been, a member of, or of counsel
         to, a law firm that the issuer has retained during the last fiscal year
         or proposes to retain during the current  fiscal year,  which has or is
         expected to result in payment of fees exceeding five percent of the law
         firm's gross revenues for that firm's last full fiscal year;

                                       95

<PAGE>

(5)      Is, or during the last  fiscal  year has been,  a partner or  executive
         officer of any investment  banking firm that has performed services for
         our company, other than as a participating  underwriter in a syndicate,
         during  the last  fiscal  year or that  our  company  proposes  to have
         perform  services  during the  current  year and the  dollar  amount of
         compensation  received by an  investment  banking  firm  exceeded or is
         expected  to exceed  five  percent  of the  investment  banking  firm's
         consolidated gross revenues for that firm's last full fiscal year; or

(6)      Is, or  during  the last  fiscal  year has been  involved  in any other
         relationships  that our  company  is aware of  between  the  nominee or
         director and our company that is or was substantially similar in nature
         and scope to those relationships listed in paragraphs (1) through (5).

<TABLE>
<S>                              <C>                      <C>                        <C>

                                                         Nature of                 Amount
                                Relationship to          Interest in the           of Such
Name                            our Company              Transaction               Interest

G. Richard Chamberlin           Director & executive     Subscription for common stock.  See
                                                         "EXECUTIVE COMPENSATION" for details.

Edward Granville-Smith, Jr.     Director                 See "EXECUTIVE COMPENSATION" for details.
                                                         Our company's board of directors did not feel
                                                         that the transaction was fair to our company,
                                                         since Mr. Granville-Smith and Jerry C.
                                                         Spellman, an associate of Mr. Granville-Smith
                                                         refused to return any of the shares they had
                                                         received for originally transferring the real
                                                         estate operations to our company;  however,
                                                         our company's board of directors determined
                                                         that under the circumstances the settlement
                                                         with Mr. Granville-Smith was in the best
                                                         interest of our company.  In addition, as also
                                                         disclosed at "EXECUTIVE COMPENSATION,"
                                                         Mr. Granville-Smith received $5,000 from our
                                                         company as repayment for unaccounted
                                                         expenses that he claimed to have made on
                                                         behalf of our company but could not
                                                         document.  Certain of those payments were a
                                                         condition to Mr. Granville-Smith's agreement
                                                         to enter into the settlement agreement with our
                                                         company.

Michael A. Caputa              Director                  Option permitting him to acquire between 70%
                                                         to 80% of WRI's common stock (see "BACKGROUND
                                                         - THE ACQUISITION OF WRIWEBS.COM, INC.").
</TABLE>

     The foregoing table does not include disclosure of compensation received or
anticipated by directors or director  nominees  solely in  conjunction  with the
exchange  of shares in  companies  acquired  by our  company  for  shares of our
company's companies common stock.


                                       96

<PAGE>



                    ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K

(A)      EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-B

     The exhibits  listed below and  designated as filed  herewith  (rather than
incorporated by reference) follow the signature page in sequential order.

DESIGNATION     PAGE
OF EXHIBIT      NUMBER
AS SET FORTH    OR SOURCE OF
IN ITEM 601 OF  INCORPORATION
REGULATION S-B  BY REFERENCE   DESCRIPTION

(1)               *            Underwriting Agreement

(2)                            Plan of acquisition, reorganization, arrangement,
                               liquidation or succession:
         .5       (2)-1        General Release with Jerry C. Spellman
         .7       (2)-2        Settlement agreement with Edward Granville-Smith
         .11      (2)-3        Rescission agreement between Ascot and American
                               Internet, dated July 9, 1999
         .12      (2)-4        Reorganization agreement dated June 25, 1999,
                               between our company and American Internet
                               Technical Centers, Inc., and exhibits.
         .13      (2)-5        First amendment to reorganization agreement with
                               American Internet
         .14      (2)-6        Second Amendment to American Internet
                               Reorganization Agreement.
         .15      (2)-5        Plan and agreement of merger dated November 11,
                               1999, between American Internet Technical Center,
                               Inc. and Wriwebs.com, Inc., and exhibits.
         .16      (2)-6        Agreement and Plan of Merger dated December 2,
                               1999  between our company, Trilogy and Trilogy
                               Acquisition Corporation, and exhibits.
         .17      (2)-7        Reorganization Agreement dated March 12, 2000
                               between our company and  Vista
                               Vacations, International, Inc., and exhibits.
         .18      (2)-8        Reorganization Agreement dated May 11, 2000
                               between our company and Lorilei Communications,
                               Inc., and exhibits.

(3)      (i)                   Articles of incorporation:

         .1       (3)-1        Our company's certificate of incorporation, as of
                               December 8, 1964
         .2       (3)-2        Amendment to our company's certificate of
                               incorporation, dated July 5, 1995.
         .3       (3)-3        Amendment to our company's certificate of
                               incorporation, dated July 7, 1999.
         .9        105         Certificate of Designation Preferences & Rights
                               of Class A Preferred Stock, dated July 3, 2000.

         (ii)                  Bylaws:

         .2       (3)-4        Amended & Restated Bylaws as of December, 1998.
         .3       (3)-5        Amended & Restated Bylaws as of December 1999.

(4)                            Instruments defining the rights of holders
                               including indentures:

         .1       (4)-1        Form of class A, series A, subordinated
                               convertible debentures
         .2       (4)-1        Form of subscription agreement to class A, Series
                               A, subordinated convertible Debentures
         .3       (4)-2        Letter agreement between our company and the
                               subscribers for class A, series A, subordinated
                               convertible debentures, changing the subscription
                               to a subscription for common stock
         .4       (4)-2        Xcel Warrant Agreement
         .5         113        Our company's Non-qualified and Stock Option
                               Incentive Plan for 2000.

(5)               *            Opinion re: legality

(8)               *            Opinion re: tax matters

(9)                            Voting trust agreement

         .1       (9)-1        Lock-up and voting agreement
         .2       (9)-2        First amendment to lock-up and voting agreement
         .3       (9)-3        Second Amendment to Lock-up and Voting  Agreement

                                       97

<PAGE>



         .4       (9)-4        Third Amendment to Lock-up and Voting  Agreement.
         .5       (9)-5        Fourth Amendment to Lock Up and Voting Agreement.

(10)                           Material Contracts [since June 30, 1998]

         .22      (10)-4       Subscription agreements with new subscribers and
                               new officers and directors
         .23      (10)-4       Consulting agreement with The Yankee  Companies,
                               Inc.
         .24      (10)-4       Recent  Settlements and Releases with creditors.
         .26      (10)-4       Stock Purchase Option Agreement with Mr. Scimeca.
         .27      (10)-5       Calvo Settlement Agreement
         .29      (10)-15      Engagement agreement for 1998 audit with  Bowman
                               & Bowman, P.A., certified public accountants.
         .30      (10)-6       Calvo amended settlement agreement, dated
                               February 18, 1999.
         .31      (10)-6       Consulting Agreement with Funds America Finance
                               Corporation, dated May 7, 1999.
         .32      (10)-7       Our company's engagement agreement with  Daszkal,
                               Bolton & Manela, P.A., certified public
                               accountants, dated July 9, 1999.
         .33      (10)-8       American Internet employment agreement with J.
                               Bruce Gleason.
         .34      (10)-9       American Internet employment agreement  with
                               Michael D. Umile.
         .35      (10)-10      Our company's employment agreement with Carmen
                               Piccolo.
         .36      (10)-11      Distributor agreement between American Internet
                               and Education to Go, dated August 4, 1998.
         .37      (10)-12      Michael Harris Jordan employment agreement
         .38      (10)-13      Xcel and American Internet Promissory Note
         .39      (10)-14      Loan Guarantee and Indemnification Agreement
                               between Xcel Associates, Inc. and The Yankee
                               Companies, Inc.
         .40      (10)-16      First amendment to Yankees Consulting Agreement,
                               dated November 23, 1999.
         .41      (10)-16      First Amendment to Yankee Warrant Agreement,
                               dated November 23, 1999.
         .44      (10-)17      Loan Agreement between our Company & Yankees.
         .55      (10)-18      License Agreement with Yankees
         .56        131        Employment Agreement with Lawrence R. Van Etten
         .57        143        Employment Agreement with David K. Cantley
         .58        155        Conversion Agreement between our company and
                               Yankees, dated June 30, 2000.


(11)              (11)         Statement re computation of per share earnings

(13)              *            Annual or quarterly reports, Form 10-QSB:

(15)              *            Letter on unaudited interim financial information

(16)              **           Letter on change in certifying accountant

(17)              **           Letter on director resignation:

(18)              **           Letter re change in accounting principals

(19)              *            Reports furnished to security holders

(20)              **           Other documents or statements to security holders
                               or any document incorporated by  reference

(21)              (21)         Subsidiaries of our company

(22)              **           Published report regarding matters submitted to
                               vote

(23)                           Consent of experts and counsel


                                       98

<PAGE>

         .5       166          Consent of Bowman & Bowman, P.A. Certified Public
                               Accountants re audit for year ending December 31,
                               1998
         .6       167         Consent of Daszkal, Bolton & Manela, P.A.
                               Certified Public Accountants re audit for year
                               ending June 30, 2000

(25)              *            Statement re eligibility of trustee

(26)              *            Invitation for competitive bids

(27)               168         Financial data schedule

(99)                           Additional Exhibits

-------
*        Not applicable

**       None

(2)-1    Incorporated by reference,  as permitted by Commission Rule 12b-23,from
         "Part III, Item 13(c),  Exhibits,"  from the  correspondingly  numbered
         exhibit  filed  with our  company's  report on Form 10 KSB for the year
         ended December 31, 1998.

(2)-2    Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Part III,  Item  13(a),  Exhibits,"  from  exhibit  2.4 filed with our
         company's report on Form 10-KSB for the year ended December 31,1998.

(2)-3     Incorporated  by reference,  as permitted by  Commission  Rule 12b-23,
          from "Item 7(c),  Exhibits," from exhibit 2.7 filed with our company's
          report on Form 8-K filed with the Commission on July 12, 1999.

(2)-4     Incorporated  by reference,  as permitted by  Commission  Rule 12b-23,
          from "Item 7(c),  Exhibits," from exhibit 2.8 filed with our company's
          report on Form 8-K filed with the Commission on July 12, 1999.

(2)-5    Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 7(c),  Exhibits,"  from  exhibit  10.40 filed with our  company's
         report on Form 8-K filed with the Commission on September 9, 1999.

(2)-6    Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Part II, Item 6, Exhibits," from the correspondingly  numbered exhibit
         filed with our  company's  report on Form 10- QSB for the quarter ended
         September 30, 1998.

(2)-7     Incorporated  by reference,  as permitted by  Commission  Rule 12b-23,
          from "Item 7(c), Exhibits," from exhibit 2.14 filed with our company's
          report on Form 8-K filed with the Commission on December 16, 1999.

(2)-8    Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 7(c), Exhibits," from the correspondingly  numbered exhibit filed
         with our  company's  report on Form 8-K filed  with the  Commission  on
         March 29, 2000.

(2)-9    Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 7(c), Exhibits," from the correspondingly  numbered exhibit filed
         with our company's  report on Form 8-K filed with the Commission on May
         30, 2000.

(3)-1    Incorporated by reference,  as permitted by Commission Rule 12b-23,from
         "Part III, Item 13(c),  Exhibits,"  from the  correspondingly  numbered
         exhibit  filed with our  company's  report on Form 10- KSB for the year
         ended December 31, 1991.

(3)-2    Incorporated by reference,  as permitted by Commission Rule 12b-23,from
         "Part III, Item 13(c),  Exhibits,"  from the  correspondingly  numbered
         exhibit  filed with our  company's  report on Form 10- KSB for the year
         ended December 31, 1999.


                                       99

<PAGE>



(3)-3    Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 7(c), Exhibits," from the correspondingly  numbered exhibit filed
         with our company's report on Form 8-K filed with the Commission on July
         12, 1999.

(3)-4    Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Part II, Item 6, Exhibits," from the correspondingly  numbered exhibit
         filed with our  company's  report on Form 10- QSB for the quarter ended
         September 30, 1998.

(3)-5    Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 7(c), Exhibits," from the correspondingly  numbered exhibit filed
         with our  company's  report on Form 8-K filed  with the  Commission  on
         December 16, 1999.

(4)-1    Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item  7(c),  Exhibits,"  from  exhibit  4.11 and 4.12  filed  with our
         company's  report on Form 8-K  filed  with the  Commission  on July 12,
         1999.

(4)-2    Incorporated by reference,  as permitted by Commission Rule 12b-23,from
         "Part III, Item 13(c),  Exhibits,"  from the  correspondingly  numbered
         exhibit  filed with our  company's  report on Form 10- KSB for the year
         ended December 31, 1999.

(9)-1    Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 7(c),  Exhibits,"  from  exhibit  10.33 filed with our  company's
         report on Form 8-K filed with the Commission on July 12,1999.

(9)-2    Incorporated by reference,  as permitted by Commission Rule 12b-23,from
         "Part III, Item 13(c),  Exhibits,"  from the  correspondingly  numbered
         exhibit  filed with our  company's  report on Form 10- KSB for the year
         ended December 31, 1999.

(9)-3    Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 6, Exhibits,"  from the  correspondingly  numbered  exhibit filed
         with our company's report on Form 10-QSB for the period ended September
         30, 1999, filed with the Commission on November 19, 1998.

(9)-4    Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 6, Exhibits,"  from the  correspondingly  numbered  exhibit filed
         with our company's report on Form 10-QSB for the period ended September
         30, 1999, filed with the Commission on November 19, 1998.

(9)-5    Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 6, Exhibits,"  from the  correspondingly  numbered  exhibit filed
         with our company's  report on Form 10-QSB for the period ended December
         31, 1999, filed with the Commission on February 14, 2000.

(10)-1   Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 13(c), Exhibits," from the correspondingly numbered exhibit filed
         with our company's  report on Form 10-KSB/A for the year ended December
         31, 1994.

(10)-2   Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 7, Exhibits,"  from the  correspondingly  numbered  exhibit filed
         with our  company's  report on Form 8-K filed  with the  Commission  on
         September 9, 1997.

(10)-3   Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 13(c), Exhibits," from the correspondingly numbered exhibit filed
         with our  company's  report on Form 10-KSB for the year ended  December
         31, 1996.

(10)-4   Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 6, Exhibits,"  from the  correspondingly  numbered  exhibit filed
         with our company's report on Form 10-QSB for the period ended September
         30, 1998, filed with the Commission on December 17, 1998.


                                       100

<PAGE>



(10)-5   Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 7(c), Exhibits," from the correspondingly  numbered exhibit filed
         with our  company's  report on Form 8-K filed  with the  Commission  on
         March 5, 1998.

(10)-6   Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 13(a), Exhibits," from the correspondingly numbered exhibit filed
         with our  company's  report on Form 10-KSB for the year ended  December
         31, 1998, filed with the Commission on May 26, 1999.

(10)-7   Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 7(c),  Exhibits,"  from  exhibit  10.34 filed with our  company's
         report on Form 8-K filed with the Commission on July 12, 1999.

(10)-8   Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 7(c),  Exhibits,"  from  exhibit  10.35 filed with our  company's
         report on Form 8-K filed with the Commission on July 12, 1999.

(10)-9   Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 7(c),  Exhibits,"  from  exhibit  10.35 filed with our  company's
         report on Form 8-K filed with the Commission on July 12, 1999.

(10)-10  Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 7(c),  Exhibits,"  from  exhibit  10.36 filed with our  company's
         report on Form 8-K filed with the Commission on July 12, 1999.

(10)-11  Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 7(c),  Exhibits,"  from  exhibit  10.37 filed with our  company's
         report on Form 8-K filed with the Commission on July 12, 1999.

(10)-12  Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 7(c),  Exhibits,"  from  exhibit  10.39 filed with our  company's
         report on Form 8-K filed with the Commission on August 24, 1999.

(10)-13  Incorporated by reference,  as permitted by Commission Rule 12b-23,from
         "Item 7(c),  Exhibits,"  from  exhibit  10.39 filed with our  company's
         report on Form 8-K filed with the Commission on August 24, 1999.

(10)-14  Incorporated by reference,  as permitted by Commission Rule 12b-23,from
         "Item 13,  Exhibits,"  from  exhibit  10.38 and  10.39  filed  with our
         company's report on Form 10-KSB for the year ended June 30, 1999.

(10)-15  Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 13(a), Exhibits," from the correspondingly numbered exhibit filed
         with our  company's  report on Form 10-KSB for the year ended  December
         31, 1999.

(10)-16  Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 7(c), Exhibits," from the correspondingly  numbered exhibit filed
         with our  company's  report on Form 8-K filed  with the  Commission  on
         December 12, 1999.

(10)-17  Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Item 6, Exhibits,"  from the  correspondingly  numbered  exhibit filed
         with our company's report on Form 10-QSB for the period ended March 31,
         2000, filed with the Commission on May 15, 2000.

(10)-18  Incorporated by reference, as permitted by Commission Rule 12b-23, from
         "Part II, Item 6, Exhibits," from exhibit numbered 10.40 filed with our
         company's  report on Form 10- QSB for the quarter  ended  December  31,
         1999 and filed with the Commission on February 14, 2000.

(11)     Incorporated   by  reference,  as  permitted by Commission Rule 12b-23,
         from " Part II,  Item 7 of Financial  Statements, for  our  company, of
         this report, at page 50-51.

(17)-1   Incorporated by reference, as permitted by Commission Rule 12b-23, from
         Item 7(c) of our company's report on Form 8-K filed with the Commission
         on August 24, 1999.

(21)     Incorporated  by  reference,  as permitted  by  Commission Rule 12b-23,
         from "Additional Information," at page 104.


                                       101

<PAGE>


(B)      REPORTS ON FORM 8-K FILED DURING QUARTER ENDED JUNE 30, 1999

     During the  calendar  year  ended  June 30,  2000,  our  company  filed the
following reports on Form 8-K with the Commission:

<TABLE>
<S>                        <C>                                                          <C>
                           FINANCIAL
ITEMS REPORTED             STATEMENTS INCLUDED                                          DATE FILED

1, 2, 4, 5, 7 and 8                 None                                                         July 12, 1999
4 and 7 (amendments)       None                                                         August 18, 1999
5, 6 and 7                 None                                                         August 24, 1999
5, 6 and 7 (amendment)     None                                                         September 9, 1999
4 and 7 (amendment)        None                                                         September 9, 1999
2 and 7 (amendment)        American Internet Technical Center, Inc.  April 15, 1998     September 9, 1999
                           to December 31, 1998 audited and pro forma statements
                           as  required  by  Regulation  S-B as a result  of its
                           acquisition on June 25, 1999.
2,5 and 7                  Trilogy International, Inc.  May 1, 1998 to September 30,    December 16, 1999
                           1999 certified financial statements and pro forma  statements
                            as  required  by Regulation   S-B   as  a   result   of   its
                           acquisition on December 2, 1999.
5, and 7(a)(b)             Wriwebs.com, Inc.,  December 31, 1998 to December 31,        January 26, 2000
                           1999 audited financial statements and Unaudited Financial
                           Statements  and our company's pro forma statements
                           as required by Regulation  S-B as a result of its
                           acquisition on November 11, 1999.
5 and 7(a) (amendment)     Trilogy International, Inc, December 31, 1998 to September   February 8, 2000
                           30, 1999 audited financial statements and unaudited
                           financial statements and our company's Pro forma
                           statements  as required by Regulation  S-Bas a  result of its
                           acquisition on December 2, 1999.
5 and 7(a)(b)(amended)     Wriwebs.com, Inc.,  December 31, 1998 to December 31,        March 3, 2000
                           1999 audited financial statements and Unaudited Financial
                           Statements  and our company's pro forma statements
                           as required by Regulation  S-B as a result of its
                           acquisition on November 11, 1999.

1,5 and 7(b)(amended)      Pro forma statements from December 31, 1998 to               March 8, 2000
                           September 30, 1999.
1,5 and 7(c)               None                                                         March 29, 2000
1, 2, 3.5 and 7(c)         None                                                         May 30, 2000
5 and 7(c)                 None                                                         June 15, 2000


</TABLE>

     As material  subsequent  events, the Registrant filed the following reports
on Form 8-K with the Commission after June 30, 2000:

                           FINANCIAL
ITEMS REPORTED             STATEMENTS INCLUDED            DATE FILED
2 and 7(c)                 None                           July 17, 2000
2 and 7(c)                 None                           August 15, 2000


                                       102

<PAGE>



                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, as amended, our
company  has  duly  caused  this  report  to be  signed  on  its  behalf  by the
undersigned hereunto duly authorized.

                            AMERINET GROUP.COM, INC.

October 12, 2000

                          BY: /S/ LAWRENCE R. VAN ETTEN
                              Lawrence R. Van Etten
                           Acting President & Director

     In  accordance  with the Exchange  Act,  this report has been signed by the
following persons on behalf of our company and in the capacities indicated:

Signature                           Date             Title

/s/Lawrence R. Van Etten/s/     October 12, 2000     Acting President, Chief
                                                     Operating Officer, Director
/s/Vanessa H. Lindsey/s/        October 12, 2000     Secretary & Director
/s/David K. Cantley/s/          October 12, 2000     Vice-President, Chief
                                                     Financial Officer,
                                                     Treasurer & Director
/s/Saul B. Lipson /s/           October 12, 2000     Director & Audit Committee
                                                     Chair
/s/Edward Dmytryk/s/            October 12, 2000     Director & Audit Committee
                                                     Member
/s/Anthony Q. Joffe/s/          October 12, 2000     Director & Audit Committee
                                                     Member
/s/ Michael Jordan              October 12, 2000     Director
/s/ G. Richard Chamberlin /s/   October 12, 2000     Director
/s/ J. Bruce Gleason/s/         October 12, 2000     Director
/s/Michael A. Caputa/s/         October 12, 2000     Director


                                       103

<PAGE>


                             ADDITIONAL INFORMATION

                            AmeriNet Group.com, Inc.
                            Crystal Corporate Center
        2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431
                  Telephone (561) 998-3435; Fax (561) 998-4635
           web-site, amerinetgroup.com; e-mail larry@amerinetgroup.com
                             Corporate Headquarters:

 Lawrence R. Van Etten, President; David K. Cantley, Vice President, Treasurer &
             Chief Financial Officer; Vanessa H. Lindsey, Secretary
                                     ------
                                    Officers

  Lawrence R. Van Etten; David K. Cantley; Vanessa H. Lindsey; Michael Jordan;
  G. Richard Chamberlin; Anthony Q. Joffe; Saul B. Lipson; Edward C. Dmytryk;
                    J. Bruce Gleason; and, Michael A. Caputa
                                     ------
                               Board of Directors

                   Current Subsidiaries (Florida corporations)

                                Wriwebs.com, Inc.
                        100 East Sample Road, Suite 210;
                          Pompano Beach, Florida 33064
                  Telephone (954) 569-0200; Fax (954) 569-0300
                       Web site and e-mail www.wriwebs.com

                          AmeriNet Communications, Inc.
                     "Doing Business as The Firm MultiMedia"
                7325 Southwest 32nd Street; Ocala, Florida 34474
                  Post Office Box 770787; Ocala, Florida 34477
                  Telephone (352) 861-1350; Fax (352) 861-1339
                     Web site and e-mail www.callthefirm.com


                         Independent Public Accountants:
                         Daszkal, Bolton & Manela, P.A.
        240 West Palmetto Park Road, Suite 300; Boca Raton, Florida 33432
         Telephone (561) 367-1040; Facsimile Transmission (561) 750-3236

                                 Transfer Agent:
                            Liberty Transfer Company
                 191 New York Avenue, Huntington, New York 11743
         Telephone (516)-385-1616; Facsimile Transmission (516) 385-1619

     Our company's  report on  Commission  Form 10-KSB for the fiscal year ended
June  30,  2000  will  be  furnished  free of  charge  without  exhibits  to any
beneficial owner of our company's common stock eligible to vote at our company's
annual  stockholders'  meeting and will furnish the exhibits thereto to any such
person specifically  requesting them, subject to payment of our company's actual
reproduction,  handling and delivery costs associated  therewith.  Our company's
report on  Commission  Form  10-KSB  for the fiscal  year  ended June 30,  2000,
including  exhibits,  is available without charge on the Securities and Exchange
Commission's web-site located at www.sec.gov in the EDGAR archives. Requests for
our company's  report on  Commission  Form 10-KSB for the fiscal year ended June
30,  2000,  with or without  exhibits,  should be  addressed  to Lawrence R. Van
Etten, President; AmeriNet Group.com, Inc.; Crystal Corporate Center; 2500 North
Military  Trail,  Suite 225-C;  Boca Raton,  Florida 33431,  or faxed to Mr. Van
Etten at (352) 998-4635.

     THE SECURITIES  AND EXCHANGE  COMMISSION HAS NOT APPROVED OR DISAPPROVED OF
THIS REPORT NOR HAS IT PASSED UPON ITS ACCURACY OR ADEQUACY.

                                       104